Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as set forth on Schedule 4.09(a) hereto, neither the Company nor any Subsidiary is party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annum.

Contracts and Commitments. (a) Except as set forth on in Section 3.16 or in the "Contracts Schedule" attached hereto as Schedule 4.09(a3.10(a) heretoor in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), neither the Company nor any Subsidiary Seller is not a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal, or severance agreements or arrangements or contracts requiring Seller to pay post-retirement medical benefits; (ivii) written contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time, including sales commissions, which reasonably may be in excess of $25,000 per annum; part-time or consulting basis; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its Subsidiaries; Purchased Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other material guaranty; than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which it is lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; ; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services which provide for annual payments other than the Customer Contracts (as defined in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthsSection 3.10(d) hereof); ; (x) other contract or group related to the Business with any party continuing over a period of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on sixty (60) days' or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; notice without penalties; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (xiii) contracts granting other agreements material to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any exclusive distribution respect or canceled by the other party to the Seller's knowledge, (ii) since December 31, 2000, no supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other exclusive rights or agreement related to the Business to which would prevent it is a party; (iv) to the Company Seller's knowledge, no event has occurred which with the passage of time or the Buyer from hiring employees giving of notice or independent contractors; (xiv) written consulting both would reasonably be expected to result in a breach or default under any lease, contract, instrument or other non-employment compensation arrangement agreement related to the Business to which Seller is a party and which is related to the Business; and (v) Seller is not a party to any contract which is adverse to the Business's operations, financial condition, operating results or business prospects. (c) Purchasers have been supplied with a true and correct copy of all written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (d) Except as disclosed on Schedule 3.10(d), Seller has no knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change outside the ordinary course of Seller's business relationship with any individual providing for compensation customer or group of customers related to the Business or (ii) changes or pending changes in excess any law, rule, regulation, technology, or business relationship or other circumstance that could result in the loss of $50,000 per annumany customers related to the Business after the date hereof. Except as indicated on the Customer Contract Schedule, (A) each contract, agreement or lease with customers of Seller relating to the Business ("Customer Contracts") is valid, enforceable and in full force and effect in accordance with the terms thereof, (B) to the Seller's knowledge, there is no existing default or event or condition which, with notice or lapse of time or both, could be reasonably expected to constitute an event of default under any Customer Contract, (C) no Customer Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct, (D) no Customer Contract requires the consent of the Customer or any other party to affect a valid assignment thereof to Purchasers without causing a default or giving rise to a right of termination thereunder and (E) each Customer Contract complies with all applicable laws, rules and regulations. Except as set forth in the Customer Contract Schedule, neither the Seller nor any Shareholder has any knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change in any of Seller's business relationships with any customer or group of customers related to the Business or (ii) changes or pending changes in any law, rule, regulation, technology, or business relationship or other circumstance that could be reasonably expected to result in the loss of any customers related to the Business after the date hereof.

Contracts and Commitments. (a) Except as set forth on in Section 3.15 or in the "Contracts Schedule" attached hereto as Schedule 4.09(a3.9(a) heretoor in the "Customer Contracts Schedule" attached hereto as Schedule 3.9(d), neither the Company nor any Subsidiary Seller is not a party to any: any of the following contracts related to, or binding upon, the Business: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal, or severance agreements or arrangements or contracts requiring Seller to pay post-retirement medical benefits; (ivii) written contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time, including sales commissionspart-time or consulting basis; (iii) mortgage, which reasonably may be in excess of $25,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging pledge or otherwise placing place a Lien lien on any material portion of the assets of the Company and its Subsidiaries; Purchased Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other material guaranty; than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which it is lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; ; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services which provide for annual payments other than the Customer Contracts (as defined in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthsSection 3.9(d) hereof); ; (x) other contract or group related to the Business with any party continuing over a period of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on thirty (30) days' or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; notice without penalties; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the worldworld and to which the Business or the Purchased Assets are subject; (xii) contract relating to the distribution of its products as it relates to the Business; or (xiii) contracts granting other agreements related to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any exclusive distribution material respect or canceled by the other party, (ii) since December 31, 2000, no material supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other exclusive rights or agreement related to the Business to which would prevent it is a party; (iv) no event has occurred which with the Company passage of time or the Buyer from hiring employees giving of notice or independent contractors; (xiv) written consulting both would result in a breach or default under any lease, contract, instrument or other non-employment compensation arrangement agreement related to the Business to which Seller is a party and which is related to the Business; and (v) Seller is not a party to any contract which is materially adverse to the Business's operations, financial condition or operating results. (c) Purchasers have been supplied with a true and correct copy of all written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (d) Seller has no knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change outside the ordinary course in any of Seller's business relationship with any individual providing for compensation customer or group of customers related to the Business or (ii) changes or pending changes in excess any law, rule, regulation, technology, or business relationship or other circumstance that could result in the loss of $50,000 per annumany customers related to the Business after the date hereof in each case that would have a Seller Material Adverse Effect. Except as indicated on the Customer Contract Schedule, (A) each contract, agreement or lease with customers of Seller relating to the Business ("Customer Contracts") is valid, enforceable and in full force and effect in accordance with the terms thereof, (B) there is no existing default or event or condition which, with notice or lapse of time or both, would constitute an event of default under any Customer Contract, (C) no Customer Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct, (D) no Customer Contract requires the consent of the Customer or any other party to affect a valid assignment thereof to Purchasers without causing a default or giving rise to a right of termination thereunder and (E) each Customer Contract complies in all material respects with all applicable laws, rules and regulations.

Contracts and Commitments. Except as set forth (a) Schedule 4.21(a) lists the following Contracts to which any of the FBLB Entities is a party or subject or by which it is bound (such Contracts required to be listed on Schedule 4.09(a) hereto4.21(a), neither the Company nor any Subsidiary is party to any: “Material Contracts”): (i) any employment, agency, collective bargaining agreement Contract or contract with any labor union; consulting or independent contractor Contract; (ii) any written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; oral Contract relating to any severance pay for any Person; (iii) stock purchaseany written or oral Contract creating, stock option modifying, memorializing or similar plan, other than as described in Section 4.13; otherwise related to any obligation of any of the FBLB Entities upon a change of control; (iv) written contract any Contract to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), except for the employment of any officer or individual employee securities sold under a repurchase agreement providing for fixed compensation in excess of $50,000 per annum a repurchase date 30 days or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; less after the purchase date; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ixA) contract or group of related contracts with the same party for the purchase or sale of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $50,000 for any individual contract or $100,000 for any group of related contracts in the aggregate, or (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xB) other contract or group of related contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date or dates thereof, which is not entered into in the Ordinary Course of the Latest Balance Sheet Business and is either not terminable by it on 30 days’ or anticipated revenues for the first twelve months of such contracts for clients less notice without penalty or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less involves more than $25,000); 50,000 for any individual contract or $100,000 in the aggregate for any group of related contracts; (xiivi) contracts which materially prohibits the Company any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit any of its Subsidiaries FBLB Entity from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution world or other exclusive rights or which would prevent prohibiting the Company or solicitation of the Buyer from hiring employees or independent contractors; contractors of any other entity; (xivvii) written consulting any stock purchase, stock option, restricted stock or other non-employment compensation arrangement with restricted stock unit or stock incentive plan; (viii) any individual providing Contract for compensation capital expenditures in excess of $50,000 per annum50,000; (ix) any partnership agreement, joint venture agreement, limited liability company agreement, agreement among shareholders, investor rights agreement or other similar Contract or arrangement; (x) any Contract with a Governmental Entity; (xi) any Contract pursuant to which any FBLB Entity grants or makes available, or is granted or receives, any license, or other right requiring an expenditure in excess of $100,000 annually, with respect to any material Intellectual Property in each case that is reasonably necessary to operate the businesses of the FBLB Entities in the Ordinary Course of Business consistent, in the case of FB&T, with safe and sound banking practices (other than non-exclusive licenses to commercially available software); (xii) any Contract relating to Indebtedness of more than $200,000 of any FBLB Entity (other than, in the case of FB&T, deposit agreements (A) entered into in the Ordinary Course of Business consistent with safe and sound banking practices and on the same terms as those contained in the standard deposit agreement of FB&T, and (B) evidencing deposit Liabilities of FB&T); (xiii) any Contract the costs of which are Transaction Expenses; and (xiv) any other Contract material to the businesses of the FBLB Entities, taken as a whole, which is not entered into in the Ordinary Course of Business. (b) Except as disclosed on Schedule 4.21(b), (i) each of the FBLB Entities has performed all obligations required to be performed by it prior to the date hereof in connection with the Contracts or commitments set forth on Schedule 4.21(a), and none of the FBLB Entities is in receipt of any claim of default under any Contract or commitment set forth on Schedule 4.21(a), except for any failures to perform, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the FBLB Entities or materially adversely affect the consummation of the transactions contemplated hereby; (ii) none of the FBLB Entities has any present expectation or intention of not fully performing any material obligation pursuant to any Contract or commitment set forth on Schedule 4.21(a); and (iii) to the Knowledge of FBLB, there has been no cancellation, breach or anticipated breach by any other party to any Contract or commitment set forth on Schedule 4.21(a), except for any cancellation, breach or anticipated breach which would not, individually or in the aggregate, have a Material Adverse Effect on the FBLB Entities, or materially adversely affect the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.09(a) hereto3.8, neither the Company nor any Subsidiary Schedule 3.9, Schedule 3.10 or Schedule 3.15, Seller is not a party to any: or bound by, whether written or oral, any of the following executory agreements or arrangements if an Assumed Contract or an Assumed Liability: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time, including sales commissionspart-time, which reasonably may be in excess of $25,000 per annum; consulting or other basis or contract relating to loans to officers, directors, employees or Affiliates or any severance agreements; (vii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; Purchased Assets; (viiii) guaranty guarantee of any obligation for borrowed money or otherwise in excess of $10,000; (iv) material license or royalty agreements relating to the Purchased Assets (other than off-the-shelf software); (v) material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, for party which constitutes a part of the annual rental exceeds $100,000; Purchased Assets; (viiivi) lease or agreement under which it is lessor of or permits any third party to hold or operate any propertyPurchased Assets owned or controlled by Seller; (vii) contract relating to the distribution, real marketing or personal, for which sales of its products or the annual rental exceeds $100,000; products of others by the Business; (ixviii) contract or group of related contracts with the same party for or group of affiliated parties the performance of which involves consideration in excess of $25,000, other than purchase orders cancelable upon less than 30 days notice; (ix) assignment, license, indemnification or agreement with respect to any Intangible Property (other than off-the-shelf software); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement relating to any business acquisition, merger, sale or purchase of products substantial assets, equity financings, recapitalizing or services which provide for annual reorganizations; (xii) agreement involving payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date 10,000 with a term of the Latest Balance Sheet or anticipated payments for the first twelve more than six months of such contracts for parties from which the Company has purchase contracts for is not terminable by Seller upon less than twelve months); 30 days notice without penalty; (xxiii) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries prohibiting it from freely engaging in any business or competing anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; or (xiv) any other agreement which is material to the Business. (b) All of the contracts, agreements and instruments set forth on Schedule 3.9 are valid, binding and enforceable against Seller in accordance with their respective terms. Seller has performed in all material respects all obligations required to be performed by it under the contracts, agreements and instruments listed on Schedule 3.9 and is not in default under or in breach of nor in receipt of any claim (other than credit or debit memos of less than $60,000) of default or breach under any contract, agreement or instrument listed on Schedule 3.9; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Seller under any contract, agreement or instrument listed on Schedule 3.9 ; Seller does not have any present expectation or intention of not fully performing all such obligations; Seller has no Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment listed on Schedule 3.9; and Seller is not a party to any contract or commitment which would have a Material Adverse Effect. (c) Seller has provided Designated Buyer with a true and correct copy of all written consulting contracts which are required to be disclosed on Schedule 3.9, in each case together with all amendments, waivers or other non-employment compensation arrangement with any individual providing for compensation in excess changes thereto (all of $50,000 per annumwhich are disclosed on Schedule 3.9). Schedule 3.9 contains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. Except as set forth (a) Schedule 4.21(a) lists the following Contracts to which any of the BVBC Entities is a party or subject or by which it is bound (such Contracts required to be listed on Schedule 4.09(a) hereto4.21(a), neither the Company nor any Subsidiary is party to any: “Material Contracts”): (i) any employment, agency, collective bargaining agreement Contract or contract with any labor union; consulting or independent contractor Contract; (ii) any written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; oral Contract relating to any severance pay for any Person; (iii) stock purchaseany written or oral Contract creating, stock option modifying, memorializing or similar plan, other than as described in Section 4.13; otherwise related to any obligation of any of the BVBC Entities upon a change of control; (iv) written contract any Contract to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), except for the employment of any officer or individual employee securities sold under a repurchase agreement providing for fixed compensation in excess of $50,000 per annum a repurchase date 30 days or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; less after the purchase date; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ixA) contract or group of related contracts with the same party for the purchase or sale of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $50,000 for any individual contract or $100,000 for any group of related contracts in the aggregate, or (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xB) other contract or group of related contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date or dates thereof, which is not entered into in the Ordinary Course of the Latest Balance Sheet Business and is either not terminable by it on 30 days’ or anticipated revenues for the first twelve months of such contracts for clients less notice without penalty or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less involves more than $25,000); 50,000 for any individual contract or $100,000 in the aggregate for any group of related contracts; (xiivi) contracts which materially prohibits the Company any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit any of its Subsidiaries BVBC Entity from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution world or other exclusive rights or which would prevent prohibiting the Company or solicitation of the Buyer from hiring employees or independent contractors; contractors of any other entity; (xivvii) written consulting any stock purchase, stock option, restricted stock or other non-employment compensation arrangement with restricted stock unit or stock incentive plan; (viii) any individual providing Contract for compensation capital expenditures in excess of $50,000; (ix) any partnership agreement, joint venture agreement, limited liability company agreement, agreement among shareholders, investor rights agreement or other similar Contract or arrangement; (x) any Contract with a Governmental Entity; (xi) any Contract pursuant to which any BVBC Entity grants or makes available, or is granted or receives, any license, or other right requiring an expenditure in excess of $100,000 annually, with respect to any material Intellectual Property in each case that is reasonably necessary to operate the businesses of the BVBC Entities in the Ordinary Course of Business consistent, in the case of BankBV, with safe and sound banking practices (other than non-exclusive licenses to commercially available software); (xii) any Contract relating to Indebtedness of more than $50,000 per annumof any BVBC Entity (other than, in the case of BankBV, deposit agreements (A) entered into in the Ordinary Course of Business consistent with safe and sound banking practices and on the same terms as those contained in the standard deposit agreement of BankBV, and (B) evidencing deposit Liabilities of BankBV); (xiii) any Contract with an indemnity obligation of any BVBC Entity that could result in Liability to such BVBC Entity in excess of $50,000; (xiv) any Contract the costs of which are Transaction Expenses; and (xv) any other Contract material to the businesses of the BVBC Entities, taken as a whole, which is not entered into in the Ordinary Course of Business. (b) (i) Each of the BVBC Entities has performed all material obligations required to be performed by it prior to the date hereof in connection with the Contracts or commitments set forth on Schedule 4.21(a), and none of the BVBC Entities is in receipt of any written claim of default under any Contract or commitment set forth on Schedule 4.21(a); (ii) none of the BVBC Entities has any present expectation or intention of not fully performing any material obligation pursuant to any Contract or commitment set forth on Schedule 4.21(a); and (iii) to the Knowledge of BVBC, there has been no cancellation, breach or anticipated breach by any other party to any Contract or commitment set forth on Schedule 4.21(a).

Contracts and Commitments. Except as set forth on Schedule 4.09(a(a) heretoThe Disclosure Schedule, neither under the Company nor any Subsidiary caption referencing this Section 4.10(a), lists the following agreements, whether oral or written, to which Seller is party a party, which are currently in effect, and which relate to anythe operation of the Business or the Assets: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described under the caption referencing Section 4.15 hereof (or excluded by such Section from inclusion thereunder) in Section 4.13 heretothe Disclosure Schedule; (iii) stock purchasehospitalization insurance or other welfare benefit plan or practice, stock option whether formal or similar planinformal, other than as described under the caption referencing Section 4.15 hereof in the Disclosure Schedule (or excluded by such Section 4.13from inclusion thereunder); (iv) written contract for the employment of any officer or officer, individual employee providing or other person on a full-time or consulting basis or relating to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (v) confidentiality agreement; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesAssets; (vivii) guaranty of any obligation for borrowed money or other material guarantyotherwise; (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $100,0005,000; (viiiix) lease or agreement under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,0005,000; (ixx) contract or group of related contracts with the same party for the purchase of products or services under which provide for annual payments the undelivered balance of such products or services is in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)25,000; (xxi) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $25,000; (xiii) contract which materially prohibits the Company or any of its Subsidiaries Seller from freely engaging in business anywhere in the world; (xiiixiv) contracts granting contract for the distribution of any exclusive distribution of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (xv) franchise agreement; (xvi) license agreement or agreement providing for the payment or receipt of royalties or other exclusive compensation by Seller in connection with the intellectual property rights or which would prevent listed under the Company or caption referencing Section 4.11 hereof in the Buyer from hiring employees or independent contractorsDisclosure Schedule; (xivxvii) written consulting contract or other non-employment compensation arrangement with any individual providing commitment for compensation capital expenditures in excess of $50,000 per annum25,000; (xviii) agreement for the sale of any capital asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business. (b) Except as disclosed in the Disclosure Schedule under the caption referencing this Section 4.10(b), Seller has performed all obligations required to be performed by it in connection with the contracts or commitments required to be disclosed in the Disclosure Schedule under the caption referencing Section 4.10(a) and is not in receipt of any claim of default under any contract or commitment required to be disclosed under such caption; Seller has no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption; and Seller has no knowledge of any breach or anticipated breach by any other party to any contract or commitment required to be disclosed under such caption. (c) Prior to the date of this Agreement, Buyer has been supplied with a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to under the caption referencing Section 4.10(a) in the Disclosure Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(a) heretounder the caption "Contracts" in the DCI Disclosure Letter, neither the Company nor any Subsidiary is a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option hospitalization insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (iv) written contract for the employment of any officer officer, individual employee, or individual employee providing other person on a full-time or consulting basis or relative to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (v) agreement or indenture relating to the borrowing of money in excess of $1,000,000 or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its Subsidiariesor any Subsidiary; (vi) guaranty of any obligation for borrowed money or otherwise, other material guarantythan endorsements made for collection; (vii) lease or agreement under which it is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any property, real or personal, for which the an annual rental exceeds in excess of $100,000; (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)500,000; (xix) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,000500,000; (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $500,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits either the Company or any of its Subsidiaries Subsidiary from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of the Company's or any Subsidiary's products; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractorsfranchise agreement; (xiv) written consulting contract, agreement or understanding with any shareholder who beneficially owns 5% or more of the Company Common Stock or with any officer, director or employee (other than for employment on customary terms); (xv) license agreement or agreement providing for the payment or receipt of royalties or other noncompensation by the Company or any Subsidiary in connection with the proprietary rights listed under the caption "Proprietary Rights" in the DCI Disclosure Letter; or (xvi) other agreement material to the Company's or any Subsidiary's business or not entered into in the ordinary course of business. (b) Except as specifically disclosed under the caption "Contracts" in the DCI Disclosure Letter, (i) no contract or commitment required to be disclosed under such caption has been breached or canceled by the other party; (ii) since the date of the balance sheet included in the Company's Latest 10-employment compensation arrangement Q, no customer or supplier has indicated that it will stop or decrease the rate of business done with the Company or any individual providing Subsidiary, except for compensation changes in excess the ordinary course of $50,000 per annumthe Compan s and the Subsidiaries' businesses; (iii) the Company and the Subsidiaries have performed all obligations required to be performed by them in connection with the contracts or commitments required to be disclosed under such caption and are not in receipt of any claim of default under any contract or commitment required to be disclosed under such caption; (iv) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment or commitment set forth under such caption; and (v) neither the Company nor any Subsidiary has any knowledge of any breach or anticipated breach by any other party to any contract or commitment set forth under such caption. (c) Prior to the date of this Agreement, Wavetech has been supplied with a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to under the caption "Contracts" in the DCI Disclosure Letter, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on in Schedule 4.09(a4.12(a) attached hereto, neither the Company nor any Subsidiary no Acquired Entity is a party to or bound by any: : (i) collective bargaining agreement or contract other Contract with any labor union; (ii) written union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, incentive, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract Contract for the employment or engagement of any officer officer, individual employee, independent contractor or individual employee providing for fixed compensation in excess of $50,000 per annum other Person on a full time or variable compensationconsulting basis or any severance, including sales commissions, which reasonably may be in excess of $25,000 per annum; retention or similar Contracts; (viii) agreement or indenture Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material portion of its assets; (iv) Contract in which such Acquired Entity guarantees the assets payment of any Indebtedness; (v) Contract with respect to the Company and its Subsidiaries; lending or investing of funds; (vi) guaranty of any obligation for borrowed money license, sublicense or other material guaranty; royalty Contract relating to Proprietary Rights; (vii) lease or agreement Contract under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,000; 25,000 annually; (viii) lease or agreement Contract under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it calling for which the annual rental exceeds payments in excess of $100,000; 25,000 annually; (ix) contract Contract or group of related contracts Contracts with the same party for the license, purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide for annual payments involves a sum in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); 25,000 annually; (x) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than 6 months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days’ or customers who have been clients less notice without penalties or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; payments; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts Contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; or (xiiixii) contracts granting any exclusive distribution or other exclusive rights or Contract pursuant to which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation it subcontracts work to third parties which involves a sum in excess of $50,000 per annum25,000 annually. (b) Each Contract required to be disclosed on Schedule 4.12(a) is referred to herein as a “Material Contract”. Sellers have provided Buyer with a true and correct copy of all Material Contracts, in each case together with all amendments, waivers or other modifications thereto (all of which are disclosed on Schedule 4.12(a)). Schedule 4.12(a) contains a description of all material terms of all oral Contracts referred to therein. (c) Except as specifically disclosed in Schedule 4.12(c): (i) the Acquired Entities’ have no Knowledge of any cancellation, breach or anticipated breach by any other party to any Material Contract, except for those cancellations, breaches or anticipated breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related breaches, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief; (ii) each Acquired Entity has performed in all respects all the obligations required to be performed by it under or in connection with each Material Contract and no Acquired Entity is in breach of and/or default under any Material Contract, other than those events of non-performance, defaults and breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related events of non-performance, breaches or defaults, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief; (iii) no customer, supplier or independent contractor that is a counterparty to any Material Contract has indicated in writing or, to the Knowledge of the Acquired Entities (after reasonable inquiry of the Acquired Entities’ dispatchers), orally to any Seller or Acquired Entity that it will stop or materially decrease the rate of business done with the Acquired Entities or that it desires to renegotiate its Material Contract with any Acquired Entity; and (iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect, enforceable against each of the parties thereto, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. (d) No Acquired Entity is a party to any Contract, and there is no such Contract by which any Acquired Entity or any of its properties or assets is bound or affected, to loan money or extend credit (other than trade credit or advances to employees or independent contractors (including truck drivers) in the Ordinary Course of Business) to any other Person. No Acquired Entity is a guarantor or otherwise liable for any indebtedness or other obligations of any other Person other than endorsements for collection in the Ordinary Course of Business.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.09(a) hereto5.12, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess or other person on a full-time or consulting basis, any severance agreement or any agreement requiring any payment upon a change of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess control of $25,000 per annumthe Company; (viii) agreement Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiariesfunds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guarantycollection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,0002,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000owned or controlled by it; (ix) contract Contract or group of related contracts Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $100,000 (based on payments made during the twelve-month period ending on the date 2,500 annually) or involves a sum in excess of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)$5,000; (x) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients less notice without penalties or customers of the Company for less involving more than twelve months) to the Company and its Subsidiaries in excess of $200,0005,000; (xi) material license Contract with any officer, director, shareholder or royalty agreement relating to the use other insider of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging affiliates, or any family member or relative of Company or Owners (or trust for the benefit of Company or Owners or any of the foregoing), or with any entity controlled by or under common control of any such party (together, all such parties are “Related Parties”); (xii) Contract relating to the distribution, marketing or sales of its products, including the terms of sale used by Company in business anywhere in the worldconnection with confirmations of any purchase orders or shipments made to customers; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractorswarranty agreement with respect to products sold; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) other Contract material to it whether or not entered into in the ordinary course of business. (b) Except as set forth on Schedule 5.12, the Company has delivered to the Buyer a complete copy of each written consulting Contract listed in Schedule 5.12 (as amended to date) and a written summary setting forth the material terms and conditions of each oral Contract referred to in Schedule 5.12. With respect to each such Contract: (i) the Contract is legal, valid, binding, enforceable, and in full force and effect in all material respects; (ii) no party is in material breach or other non-employment compensation arrangement default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit the termination, modification, or acceleration, under the Contract; and (iii) no party has repudiated any individual providing for compensation in excess material provision of $50,000 per annumthe Contract.

Contracts and Commitments. Except as set (a) Set forth on the attached Schedule 4.09(a4.09 is a list of all binding agreements or contracts (written or oral) hereto, neither of the following types to which any ▇▇▇▇▇▇▇’▇ Company nor any Subsidiary is party to anyor by which any ▇▇▇▇▇▇▇’▇ Company is bound: (i) purchase agreements to any completed business acquisition or divestiture by any ▇▇▇▇▇▇▇’▇ Companies within the previous two (2) years; (ii) collective bargaining agreement agreements or contract contracts with any labor union; (iiiii) written bonus, pension, profit sharing, retirement retirement, severance or other form forms of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13the schedules relating thereto; (iv) written contract contracts for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time or consulting basis or contracts with any officer, employee or director (including sales commissionsconfidentiality agreements, which reasonably may be in excess of $25,000 per annumnon-compete agreements); (v) agreement sales representative or indenture distributor agreements; (vi) agreements or indentures relating to the borrowing of money (including those related to the Indebtedness) or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiariesany ▇▇▇▇▇▇▇’▇ Company’s assets, other than Permitted Liens; (vivii) guaranty guarantees of any obligation for borrowed money or other material guaranty; (viiviii) lease leases or agreement agreements under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,00050,000; (viiiix) lease leases or agreement agreements under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,00050,000; (ixx) contract contracts or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services which provide for annual payments has a selling price in excess of $100,000 50,000 (based on payments made during other than purchase orders entered into in the twelve-month period ending on the date ordinary course of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthsbusiness); (xxi) contract contracts or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,000; 50,000 (xi) material license or royalty agreement relating to other than purchase orders entered into in the use ordinary course of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000business); (xii) contracts which materially prohibits relating to the purchase by any employee of any ▇▇▇▇▇▇▇’▇ Company or any capital stock of its Subsidiaries from freely engaging in business anywhere in the world▇▇▇▇▇▇▇’▇ Companies; (xiii) contracts granting or agreements related to the payment of any exclusive distribution bonuses or other exclusive rights or which would prevent incentives, to any employee of the Company or ▇▇▇▇▇▇▇’▇ Companies in connection with the Buyer from hiring employees or independent contractorssale of any ▇▇▇▇▇▇▇’▇ Company; (xiv) all commitments from vendors to provide co-op allowances, volume allowances, defective product allowances or any other rebates or financial incentives in exchange for any ▇▇▇▇▇▇▇’▇ Company doing business with such vendor; or (xv) contracts continuing over a period of more than six (6) months from the date hereof not terminable by any of the ▇▇▇▇▇▇▇’▇ Companies on 30 days or less notice without monetary penalty. (b) The Company has delivered or made available to Buyer a true and correct copy of all contracts (or, in the case of an oral contract, a written consulting description satisfactory to Buyer of the terms and conditions thereof) required to be disclosed on Schedule 4.09, together with all amendments, waivers or other non-employment compensation arrangement with changes thereto. (c) Each of the ▇▇▇▇▇▇▇’▇ Companies has performed all material obligations required to be performed, and no ▇▇▇▇▇▇▇’▇ Company is in material default, under any individual providing for compensation contract required to be listed on Schedule 4.09. (d) All of the contracts required to be disclosed on Schedule 4.09 are in excess full force and effect and are legal, valid and binding obligations of $50,000 per annumone or more of the ▇▇▇▇▇▇▇’▇ Companies.

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(a) hereto3.09(a), neither the no Group Company nor any Subsidiary is party to any: any written: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; (v) agreement material Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a material Lien on any material portion of the assets of the Company and its Subsidiaries; Group Companies or any other material Indebtedness; (viii) material guaranty of any obligation for borrowed money material Indebtedness or any other material guaranty; guaranty of the obligations of another party (viiother than another Group Company); (iii) lease or agreement Contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; 200,000 (viiiexcluding the Leases); (iv) lease or agreement Contract under which it is lessor of or permits any third party to hold or operate any property, real or personal, personal property for which the annual rental exceeds $100,000; 200,000; (ixv) contract Contract or group of related contracts Contracts with the same party (or related parties) for the purchase of products or services which that provide for annual payments by a Group Company in excess of $100,000 (based on payments made 200,000 during the twelve-trailing twelve (12) month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); Sheet; (xvi) contract Contract or group of related contracts Contracts with a client the same party (or customer that provides annual revenues (based on revenues related parties) for the twelve-sale of products or services that provide for annual payments to a Group Company in excess of $1,500,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet Sheet; (vii) employment Contracts pursuant to which the annual base salary for an employee is greater than $200,000 or anticipated revenues any Contracts with an employee containing change in control payments, excluding, in each case, Contracts with former employees for which no Group Company has any material continuing obligations; (viii) Contracts for the first twelve months settlement of such contracts any Action and which provide for clients payments or customers who have been clients or customers consideration by any Group Company after the date hereof of the Company for less than twelve months) to the Company and its Subsidiaries a value in excess of $200,000; 200,000 in the aggregate; (ix) Contracts for joint ventures, partnerships or similar material joint business arrangements; (x) Contracts relating to any completed business acquisition by any Group Company within the last five (5) years, including any acquisition of a substantial portion of the assets of another Person or a business line of another Person; (xi) Any material license Contract that requires a Group Company to purchase its total requirements of any product or royalty service from a third party or that contain “take or pay” provisions or that contain a “most favored nations” provision; (xii) any agreement that provides for the assumption of any Tax or environmental Liability of any Person; (xiii) any material agreement with any Governmental Entity; (xiv) any collective bargaining agreement or contract with any labor organization, union or association; (xv) Contracts relating to the development, ownership, licensing or use of any third party intellectual property Intellectual Property material to the business of any Group Company (excluding licenses to other than commercially available “off the shelf” software less for an annual license fee of no more than $25,000200,000); (xvi) other than purchase and sale orders received by the Group Companies in the Ordinary Course of Business, any written contractual obligation (or group of related contractual obligations) for the purchase or sale of inventory, raw materials, commodities, supplies, goods, products, equipment or other personal property, in each case, with any Specified Customer or Specified Supplier; or (xiixvii) contracts which Contract including covenants by any Group Company not to compete or conduct business in any territory. (b) The Parent either has been supplied with, or has been given access to, a true and correct copy of all written Contracts, and summaries of all oral Contracts, that are referred to on Schedule 3.09(a) (collectively, the “Material Contracts”). Each Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid and binding on each Group Company that is a party thereto, as applicable, and is in full force and effect. (c) No Group Company has, in any material respect, violated or breached, or committed any default under, any Material Contract. To the knowledge of the Company, no other Person has materially prohibits violated or breached, or committed any material default under, any Material Contract and no event has occurred, with the Company lapse of time or the giving of notice or both, that is reasonably likely to constitute a material breach or default by such other party. No event has occurred and is continuing through any Group Company’s actions or inactions that will result in a material violation or breach of any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting provisions of any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumMaterial Contract.

Contracts and Commitments. Except as set forth on (a) Schedule 4.09(a4.14 lists the following agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate solely to the operation of the Business or the Assets and to be conveyed in accordance with Section 1.1(e) hereto, neither the Company nor any Subsidiary is party to anyhereof: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Schedule 4.18 (or excluded by Section 4.13 hereto4.18 from inclusion thereunder); (iii) stock purchasehospitalization insurance or other welfare benefit plan or practice, stock option whether formal or similar planinformal, other than as described in Section 4.13Schedule 4.18 (or excluded by such schedule from inclusion thereunder); (iv) written contract for the employment of any officer or officer, individual employee providing or other person on a full-time or consulting basis or relating to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (v) confidentiality agreement; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesAssets; (vivii) guaranty of any obligation for borrowed money or other material guarantyotherwise; (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $100,00025,000; (viiiix) lease or agreement under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,000; (ixx) contract or group of related contracts with the same party for the purchase of products or services under which provide for annual payments the undelivered balance of such products or services is in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)25,000; (xxi) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalty and involving more than $25,000; (xiii) contract which materially prohibits the Company or any of its Subsidiaries Seller from freely engaging in business anywhere in the world; (xiiixiv) contracts granting contract for the distribution of any exclusive distribution of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (xv) franchise agreement; (xvi) license agreement or agreement providing for the payment or receipt of royalties or other exclusive compensation by Seller in connection with the intellectual property rights or which would prevent the Company or the Buyer from hiring employees or independent contractorslisted under Schedule 4.15; (xivxvii) written consulting contract or other non-employment compensation arrangement with any individual providing commitment for compensation capital expenditures in excess of $50,000 per annum25,000; (xviii) agreement for the sale of any capital asset with a value in excess of $25,000; or (xix) to Seller’s knowledge, other agreement that is material to the Business. (b) Seller has performed all obligations required to be performed by it in connection with the contracts or commitments required to be disclosed on Schedule 4.14. Seller is not in receipt of any claim of default under any contract or commitment required to be disclosed under such caption; and Seller has no knowledge of any breach or anticipated breach by any other party to any contract or commitment required to be disclosed under such caption. (c) Prior to the date of this Agreement, Buyer has been supplied with a true and complete copy of each written contract or commitment described in Section 4.14(a).

Contracts and Commitments. Except as set forth on (a) Section 2.15 of the Stockholder Disclosure Schedule 4.09(a) hereto, neither lists the following contracts and agreements to which the Company nor any Subsidiary is party to any: a party, which are currently in effect, whether oral or written (each, a “Contract”), other than Contracts disclosed in Sections 2.12, 2.18 or 2.19 of the Stockholder Disclosure Schedule: (i) collective bargaining agreement any joint venture or contract with any labor union; partnership Contract; (ii) written bonusany Contract for the employment or engagement of any officer, pensionindividual Service Provider or consultant or relating to severance pay for any such Person, profit sharing, retirement or other except for offer letters in substantially the form of deferred compensation plan, other than as described in Section 4.13 hereto; made available to Higher One; (iii) stock purchase, stock option or similar plan, any confidentiality Contract other than as described confidentiality Contracts entered into by the Company in Section 4.13; the Ordinary Course of Business; (iv) written contract for any Contract relating to the employment voting or control of any officer the Shares or individual employee providing for fixed compensation in excess the election of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess directors of $25,000 per annum; the Company; (v) agreement or indenture any Contract (including any indenture) relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; Company; (vi) any guaranty of any obligation for borrowed money or other material guaranty; otherwise; (vii) any lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement Contract under which it is lessor or lessee of or permits any third party to hold or operate personal property; (viii) any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract Contract or group of related contracts Contracts with the same party for the purchase by the Company of products or services under which provide the undelivered balance of such products or services is in excess of $25,000 over the remaining term of the Contract; (ix) any Contract or group of related Contracts with the same party for annual the sale by the Company of products or services; (x) any Contract or group of related Contracts with the same party not otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule (other than any Contract or group of related Contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalty and involving more than $25,000 over the remaining term of the Contract; (xi) any Contract which prohibits the Company or any other Affiliate or any of their Service Providers from freely engaging in any business, or which prohibits the Company or any other Affiliate from soliciting customers, alternative suppliers or any other business, anywhere in the world, including any Contract containing exclusivity provisions; (xii) any Contract for the distribution of the products or services of the Company (including any distributor, broker and sales Contract); (xiii) any franchise Contract, marketing Contract, or royalty Contract; (xiv) any Contract or commitment for capital expenditures in excess of $10,000; (xv) any Contract for the sale of any capital asset; (xvi) any Contract not otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule but providing for payments in excess of $100,000 25,000 in any calendar year; (based on payments made during xvii) any Contract under which the twelve-month period ending on rights of the Company may be adversely affected in any material respect as a result of transactions contemplated by this Agreement; (xviii) any power of attorney granted by the Company to any regulatory authority or other Person; and (xix) any Contract not otherwise disclosed in Section 2.15 of the Stockholder Disclosure Schedule which is either material to the business of the Company, taken as a whole, or was not entered into in the Ordinary Course of Business. (b) The Company has performed all of its material obligations required to be performed by it at or prior to the Closing under the Contracts required to be disclosed in the Stockholder Disclosure Schedule and is not in default in any material respect, and, to the Knowledge of the Executive Officers and Stockholders, is not in receipt of any written claim of a default under any such Contract. The Company has no present expectation or intention of not fully performing any material obligation pursuant to any such Contract or commitment required to be disclosed in the Stockholder Disclosure Schedule. To the Knowledge of the Executive Officers and Stockholders, there is no current material breach or anticipated material breach by any other party to any such Contract. No party to any Contract has indicated to the Company in writing that it intends to terminate such Contract. (c) Prior to the date of this Agreement, Higher One has been supplied with or given an opportunity to review a true and correct copy of each written Contract, and a written description of each oral Contract, referred to in the Latest Balance Sheet Stockholder Disclosure Schedule (whether or anticipated payments for not under the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthscaption referencing this Section 2.15); (x, together with all material amendments, waivers or other changes thereto. Section 2.15(c) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet Stockholder Disclosure Schedule lists each oral Contract referred to in the Stockholder Disclosure Schedule (whether or anticipated revenues for not under the first twelve months of such contracts for clients or customers who have been clients or customers caption referencing this Section 2.15), and sets forth a description of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumterms thereof.

Contracts and Commitments. Except as set forth (a) Schedule 4.21(a) lists the following Contracts to which any Citywide Entity is a party or subject or by which it is bound (such Contracts required to be listed on Schedule 4.09(a) hereto4.21(a), neither the Company nor any Subsidiary is party to any: “Material Contracts”): (i) any employment, agency, collective bargaining agreement Contract or contract with any labor union; consulting or independent contractor Contract; (ii) any written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; oral Contract relating to any severance pay for any Person; (iii) stock purchaseany written or oral Contract creating, stock option modifying, memorializing or similar plan, other than as described in Section 4.13; otherwise related to any obligation of any Citywide Entity upon a change of control; (iv) written contract any Contract to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), except for the employment of any officer or individual employee securities sold under a repurchase agreement providing for fixed compensation in excess of $50,000 per annum a repurchase date 30 days or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; less after the purchase date; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ixA) contract or group of related contracts with the same party for the purchase or sale of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $50,000 for any individual contract or $100,000 for any group of related contracts in the aggregate, or (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xB) other contract or group of related contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date or dates thereof, which is not entered into in the Ordinary Course of Business and is either not terminable by it on 30 days’ or less notice without penalty or involves more than $50,000 for any individual contract or $100,000 in the aggregate for any group of related contracts; (vi) any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit any of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries Citywide Entities from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution world or other exclusive rights or which would prevent prohibiting the Company or solicitation of the Buyer from hiring employees or independent contractors; contractors of any other entity; (xivvii) written consulting any stock purchase, stock option, restricted stock or other non-employment compensation arrangement with restricted stock unit or stock incentive plan; (viii) any individual providing Contract for compensation capital expenditures in excess of $50,000 per annum50,000; (ix) any partnership, joint venture, limited liability company, shareholder, investor rights or other similar Contract or arrangement; (x) any Contract with a Governmental Entity; (xi) any Contract pursuant to which any of the Citywide Entities grants or makes available, or is granted or receives, any license or other right requiring an expenditure in excess of $100,000 annually, with respect to any material Intellectual Property in each case that is reasonably necessary to operate the businesses of such Citywide Entity in the Ordinary Course of Business consistent, in the case of Citywide Banks, with safe and sound banking practices (other than non-exclusive licenses to commercially available software); (xii) any Contract relating to Indebtedness of more than $500,000 of any of the Citywide Entities (other than, in the case of Citywide Banks, deposit agreements: (A) entered into in the Ordinary Course of Business on the same terms as those contained in the standard deposit agreement of Citywide Banks; and (B) evidencing deposit Liabilities of Citywide Banks); (xiii) any Contract the costs of which are Transaction Expenses; and (xiv) any other Contract material to the businesses of the Citywide Entities, taken as a whole, which is not entered into in the Ordinary Course of Business. (b) Except as disclosed on Schedule 4.21(b), (i) each of the Citywide Entities has performed all obligations required to be performed by it prior to the date hereof in connection with the Contracts or commitments set forth on Schedule 4.21(a), and none of the Citywide Entities is in receipt of any claim of default under any Contract or commitment set forth on Schedule 4.21(a), except for any failures to perform, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Citywide Entities or materially adversely affect the consummation of the transactions contemplated hereby, (ii) none of the Citywide Entities has any present expectation or intention of not fully performing any material obligation pursuant to any Contract or commitment set forth on Schedule 4.21(a), and (iii) to the Knowledge of Citywide, there has been no cancellation, breach or anticipated breach by any other party to any Contract or commitment set forth on Schedule 4.21(a), except for any cancellation, breach or anticipated breach which would not, individually or in the aggregate, have a Material Adverse Effect on the Citywide Entities or materially adversely affect the consummation of the transactions contemplated hereby.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.09(a) the "Contracts Schedule" attached hereto, neither the Company Seller nor ------------------ any Subsidiary of its Subsidiaries is a party to any: or bound by, whether written or oral, any (in each case, solely to the extent related to the Division): (i) collective bargaining agreement or contract with any labor union; (ii) written union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; other person on a full-time or consulting basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets; (iv) contract under which the assets Seller or any of its Subsidiaries has advanced or loaned any other Person amounts in the Company and its Subsidiaries; aggregate exceeding $25,000; (v) agreements with respect to the lending or investing of funds; (vi) license or royalty agreements; (vii) guaranty of any obligation obligation, other than endorsements made for borrowed money collection; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other material guaranty; contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business; (viiix) outstanding powers of attorney executed on behalf of the Seller; (x) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,000; 10,000 annually; (viiixi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ixxii) contract or group of related contracts with the same party for the purchase continuing over a period of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than twelve months); $10,000; (xxiii) any confidentiality agreement or similar arrangement; (xiv) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; or (xiiixv) other agreement material to it whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract or ------------------ commitment required to be disclosed on the Contracts Schedule has been breached ------------------ or canceled by the other party and neither the Seller nor any Stockholder has knowledge of any anticipated breach by any other party to any contract required to be disclosed on the Contracts Schedule, (ii) no customer or supplier has ------------------ indicated in writing or orally to the Seller, any of its Subsidiaries or any Stockholder that it shall stop or decrease the rate of business done with the Division or that it desires to renegotiate its contract or current arrangement with the Seller or any of its Subsidiaries, (iii) the Seller and each of its Subsidiaries have performed all the obligations required to be performed by them in connection with the contracts granting or commitments required to be disclosed on the Contracts Schedule and are not in default under or in breach of any exclusive distribution contract or ------------------ commitment required to be disclosed on the Contracts Schedule, and no event has ------------------ occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) neither the Seller nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract required to be set forth on the Contracts Schedule, and (vi) each agreement required to be set forth on the ------------------ Contracts Schedule is legal, valid, binding, enforceable and in full force and ------------------ effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Seller has provided the Purchaser with a true and correct copy of all written contracts which are required to be disclosed on the Contracts --------- Schedule, in each case together with all amendments, waivers or other exclusive rights or changes -------- thereto (all of which would prevent are disclosed on the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess Contracts Schedule). The Contracts ------------------ --------- Schedule contains an accurate and complete description of $50,000 per annumall material terms of -------- all oral contracts referred to therein.

Contracts and Commitments. Except as set forth listed and described on Schedule 4.09(a) A.2.16 hereto or, in the case of benefit plans and arrangements, Schedule A.2.18 hereto, neither the Company nor any Subsidiary Continental is not a party to any: or otherwise bound or affected by any written or oral: (ia) collective bargaining agreement agreement, contract or contract commitment with any labor union; (ii) written bonuspresent or former shareholder, pensiondirector, profit sharingofficer, retirement employee or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option consultant or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer person, including without limitation any consultant; (b) agreement, contract, commitment or individual employee providing arrangement with any labour union or other representative of employees; (c) agreement, contract or commitment for fixed compensation the purchase of, or payment for, supplies or 39 APPENDIX A-10 products, or for the performance of services by a third party, involving in any one case $25,000.00 or more; (d) agreement, contract or commitment to sell or supply products or to perform services, involving in any one case $25,000.00 or more; (e) agreement, contract or commitment not otherwise listed on Schedule A.2.16 hereto and continuing over a period of more than six months from the date hereof or exceeding $25,000.00 in value; (f) representative or sales agency agreement, contract or commitment; (g) real property sale agreements wherein Continental is the vendor or purchaser, real property lease agreements wherein Continental is the lessor or the lessee and all chattel lease agreements wherein Continental is the lessor or the lessee; (h) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other agreement or contract, commitment or arrangement for the borrowing or lending of money (including without limitation loans to or from officers, directors, any Securityholder or any member of any of their immediate families), agreement, contract, commitment or arrangement for a line of credit or guarantee, indemnity, pledge or undertaking in any manner whatsoever of the indebtedness of any other person; (i) contracts involving or related to acquisitions, mergers, sales or dispositions in excess of $50,000 per annum 25,000.00; (j) agreement, contract or variable compensationcommitment for any charitable or political contribution; (k) agreement, including sales commissions, which reasonably may be contract or commitment for any capital expenditure in excess of $25,000 per annum; 25,000.00; (vl) agreement agreement, contract or indenture relating commitment limiting or restraining it from engaging or competing in any lines of business with any person, nor is any officer or employee of Continental subject to the borrowing of money any such agreement; (m) license, franchise, distributorship or other similar agreement, contract or commitment, including without limitation those which relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to mortgagingany ideas, pledging technical assistance or otherwise placing a Lien other know-how of or used by Continental; or (n) material agreement, contract or commitment not made in the ordinary course of business. Except as may be disclosed on Schedule A.2.16 hereto, each of the agreements, contracts, commitments, arrangements, leases and other instruments, documents and undertakings listed on Schedule A.2.16 hereto is valid and enforceable in accordance with its terms, and the parties thereto are in compliance with the provisions thereof, no party is in default in the performance, observance or fulfillment of any material portion obligation, covenant or condition contained therein, and no event has occurred which with or without the giving of the assets notice or lapse of the Company and its Subsidiariestime, or both, would constitute a default thereunder; (vi) guaranty of any obligation for borrowed money furthermore, except as may 40 APPENDIX A-11 be disclosed on Schedule A.2.16 hereto, no such agreement, contract, commitment, arrangement, lease or other material guaranty; (vii) lease instrument, document or agreement under undertaking, in the reasonable opinion of Continental or any Securityholder, contains any contractual requirement with which it there is lessee of, a reasonable likelihood Continental or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party thereto will be unable to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumcomply.

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(a3.08(a) hereto(such Contracts disclosed thereon, neither the “Material Contracts”), no Acquired Company nor any Subsidiary is a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; 3.13 or the Disclosure Schedules relating thereto; (iiiii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract Contract for the employment of any officer or officer, individual employee or other person on a full-time or consulting basis providing for fixed base compensation in excess of $50,000 100,000 per annum year; (iii) severance, retention or variable compensationtransaction bonus agreement providing for compensation or other payments to any officer, including sales commissionsindividual employee or other person on a full-time or consulting basis; (iv) Contract with a staffing company, which reasonably may be in excess of $25,000 per annum; temporary employment agency, professional employer organization or other similar company or agency; (v) labor or collective bargaining agreements; (vi) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any material portion of the assets of the Company and its Subsidiaries; any Acquired Company; (vivii) guaranty of any obligation for borrowed money or other material guaranty; ; (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; 50,000; (viiiix) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, real or personal, for which the annual rental exceeds $100,000; ; (ixx) contract Contract or group of related contracts Contracts with the same party (other than standard purchase orders or pricing agreements or programs) for the purchase by any Acquired Company of products or services which provide provided for annual payments in excess of $100,000 (based on payments made 75,000 during the twelve-month trailing twelve (12)-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); Sheet; (xxi) contract Contract or group of related contracts Contracts with a client customer (other than standard purchase orders or customer pricing agreements or programs) that provides provided for annual revenues (based on revenues for the twelve-month trailing twelve (12)-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve monthsSheet) to the any Acquired Company and its Subsidiaries in excess of $200,000; 75,000; (xixii) material Contract relating to ownership of or investments in any Person, business or enterprise (including investments in joint ventures and minority equity investments); (xiii) Contract relating to (A) the development, ownership, use, registration, enforcement of or exercise of any rights under any Company Intellectual Property, excluding intellectual property assignments with any employee of an Acquired Company in the form provided to Purchaser and non-exclusive licenses granted by any Acquired Company to any of their distributors in the Ordinary Course of Business in the form provided by Company to Purchaser, or (B) any Acquired Company’s use or exercise of any other rights in any Person’s Intellectual Property, excluding licenses of commercially available off-the-shelf software having a replacement cost of less than $25,000 and that is not incorporated in, linked to, distributed with or used to host or provide any Software that is Company Intellectual Property or any product or service of any Acquired Company; (xiv) Contract with respect to the lending of funds by the Company to other Persons; (xv) franchise, dealership, agency, license or royalty agreement service Contract, other than sales agent Contracts set forth on Schedule 3.21(c); (xvi) Contract relating to the use distribution, marketing, sale, advertising or promotion of products or services involving payments by the Acquired Companies; (xvii) Contract with any Related Party; (xviii) Contract with any Governmental Authority (other than standard purchase orders or pricing agreements or programs entered into in the Ordinary Course of Business); (xix) warranty agreement with respect to products sold or services rendered; (xx) Contract that includes or constitutes a power of attorney; (xxi) Contract for transportation or freight services; (xxii) Contract to provide rebates to any third parties; (xxiii) Contract (A) granting exclusive rights of any third party intellectual property kind, (excluding licenses B) granting any “most favored nation,” right of first offer or similar preferential rights to commercially available “off the shelf” software less than $25,000)any Person, or (C) otherwise contemplating an exclusive or preferred relationship between any Acquired Company and any other Person; or (xiixxiv) contracts Contract which materially prohibits the any Acquired Company or any of its Subsidiaries from freely engaging in business anywhere in the world. (b) With respect to each Material Contract and Government Contract: (i) such Contract is a valid and binding agreement of the applicable Acquired Company, legally awarded, and enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (xiiiii) contracts granting no Acquired Company has, during the past five (5) years, breached or has been in default in any exclusive distribution material respect, nor has any Acquired Company taken any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration, as applicable, under such Contract; (iii) no Acquired Company has, during the past five (5) years, breached or has been in default in any material respect, nor has any Acquired Company taken any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration, as applicable, under such Contract, in each case, for which any liabilities or other exclusive rights obligations remain outstanding; (iv) during the past five (5) years, each Acquired Company has performed all material obligations required to be performed by it thereunder; (v) no Acquired Company has failed to perform any material obligations required to be performed by it thereunder for which any liability or other obligation remains outstanding; and (vi) to the Company’s knowledge, no other party is in breach or default in any material respect under such Contract. (c) Each of the top fifteen (15) Government Contracts (by expected contract value at completion including all contract modifications) is listed on Schedule 3.08(c). (d) Schedule 3.08(d) sets forth a correct and complete list of all security clearances held by the Acquired Companies and their directors, officers, employees, consultants or agents in relation to the Acquired Companies’ Business. The Acquired Companies are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Acquired Companies or any of their directors, officers, managers, employees, consultants or agents. The Acquired Companies and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (e) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect: (i) (A) no Government Contract or bid on a Government Contract is currently the subject of any bid protest, (B) each of the Acquired Companies has complied with all terms and conditions of each Government Contract and the solicitation for such Government Contract, (C) all representations and certifications executed by any of the Acquired Companies pertaining to any Government Contract or bid therefor were complete and correct as of their effective date and each of the Acquired Companies has complied with all such representations and certifications, (D) none of the Acquired Companies has violated any applicable ethical requirement pertaining to any Government Contract or bid therefor, (E) none of the Acquired Companies has submitted any inaccurate, untruthful or misleading cost or pricing data, certification, bid, quote, proposal, report, invoice, claim, request for equitable adjustment, or other information to a Governmental Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or bid therefor, (F) no cancellation, termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is pending or in effect or, to the Company’s knowledge, being threatened, in each case, pertaining to such Government Contract, (G) there are no disputes between any of the Acquired Companies and any Governmental Authority or between of the Acquired Companies and any prime contractor, subcontractor, vendor or other Person where the ultimate contracting party is a Governmental Authority, arising under or relating to any Government Contract or bid therefor, (H) each of the Acquired Companies maintains all permits, licenses, certifications or clearances necessary for the performance of any Government Contract it holds or for which there is an outstanding bid, and there has not been any allegation or claim asserting noncompliance with or violation of any term or requirement of any such permits, licenses, certifications or clearances; and (I) all former Governmental Authority personnel employed or retained by the Acquired Companies comply with applicable Laws related to post-government employment; (ii) (A) none of the Acquired Companies or any of their respective directors, officers, employees, consultants or agents is or has during the past five (5) years been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority or subject to any audit or investigation by any Governmental Authority with respect to any alleged act or omission arising under or relating to any Government Contract or bid therefor, and (B) during the past five (5) years, none of the Acquired Companies has conducted or initiated any internal investigation or made a voluntary or mandatory disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to a Government Contract or bid therefor; (iii) none of the Acquired Companies is in receipt or possession of any competitor’s (as to any Government Contract or bid therefor) or Governmental Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized; and (iv) (A) none of the Acquired Companies is subject to any active administrative agreement or settlement with any Governmental Authority pertaining to its eligibility for the award of Government Contracts, (B) none of the Acquired Companies has been debarred, suspended or similarly disqualified from participation in the award of Government Contracts with any other Governmental Authority, and (C) there are no facts or circumstances that would prevent warrant the Company institution of suspension, debarment or other disqualification proceedings or the Buyer from hiring employees finding of nonresponsibility or independent contractors; (xiv) written consulting ineligibility on the part of any of the Acquired Companies or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumdirector, officer or employee thereof.

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(a) heretounder the caption "Contracts" in the Wavetech Disclosure Letter, neither the Company Wavetech nor any Subsidiary is a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option hospitalization insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (iv) written contract for the employment of any officer officer, individual employee, or individual employee providing other person on a full-time or consulting basis or relative to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (v) agreement or indenture relating to the borrowing of money in excess of $100,000 or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesWavetech or any Subsidiary; (vi) guaranty of any obligation for borrowed money or otherwise, other material guarantythan endorsements made for collection; (vii) lease or agreement under which it is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any property, real or personal, for which the an annual rental exceeds in excess of $100,000; (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)50,000; (xix) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,00050,000; (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, either not terminable by it on 30 days' or less notice without penalty or involving more than $50,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company either Wavetech or any of its Subsidiaries Subsidiary from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of Wavetech's or any Subsidiary's products; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractorsfranchise agreement; (xiv) written consulting contract, agreement or understanding with any shareholder who beneficially owns 5% or more of Wavetech Common Stock or with any officer, director or employee (other than for employment on customary terms); (xv) license agreement or agreement providing for the payment or receipt of royalties or other noncompensation by Wavetech or any Subsidiary in connection with the proprietary rights listed under the caption "Proprietary Rights" in the Wavetech Disclosure Letter; or (xvi) other agreement material to Wavetec s or any Subsidiary's business or not entered into in the ordinary course of business. (b) Except as specifically disclosed under the caption "Contracts" in the Wavetech Disclosure Letter, (i) no contract or commitment required to be disclosed under such caption has been breached or canceled by the other party; (ii) since the date of the balance sheet included in Wavetech's Latest 10-employment compensation arrangement QSB, no customer or supplier has indicated that it will stop or decrease the rate of business done with Wavetech or any individual providing Subsidiary, except for compensation changes in excess the ordinary course of $50,000 per annumWavetech' and the Subsidiaries' businesses; (iii) Wavetech and the Subsidiaries have performed all obligations required to be performed by them in connection with the contracts or commitments required to be disclosed under such caption and are not in receipt of any claim of default under any contract or commitment required to be disclosed under such caption; (iv) neither Wavetech nor any Subsidiary has any present expectation or intention of not fully performing any obligation pursuant to any contract or commitment or commitment set forth under such caption; and (v) neither Wavetech nor any Subsidiary has any knowledge of any breach or anticipated breach by any other party to any contract or commitment set forth under such caption. (c) Prior to the date of this Agreement, Wavetech has made available to the Company a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to under the caption "Contracts" in the Wavetech Disclosure Letter, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(a) heretoin the AAA-LSF Disclosure Schedule, neither the Company nor any Subsidiary AAA-LSF is not a party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement retirement, or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option medical insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (iv) written contract for the employment of any officer officer, employee, or individual employee providing other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (v) agreement or indenture relating to the borrowing of money in excess of $25,000 or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of AAA-LSF which has a fair market value in excess of $25,000 in the Company and its Subsidiariesaggregate; (vi) guaranty of any obligation for borrowed money or otherwise, other material guarantythan endorsements made for collection; (vii) lease or agreement under which it is lessee lessor of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,000; (ixviii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services which provide for annual payments has a purchase price in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)25,000; (xix) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,00025,000; (x) other contract or group of related contracts with the same party continuing over a period of more than twelve (12) months from the date or dates thereof or involving more than $25,000; (xi) material license or royalty agreement contract relating to the use distribution of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000)AAA-LSF's products; (xii) contracts which materially prohibits the Company franchise agreement; or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution other agreement material to AAA-LSF's business or not entered into in the ordinary course of business. (b) AAA-LSF has furnished or otherwise made available to SuperShuttle a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in this Section 3.13, together with all amendments, waivers or other exclusive rights or which would prevent changes thereto. (c) Except as specifically disclosed in the Company or the Buyer from hiring employees or independent contractorsAAA-LSF Disclosure Schedule: (i) AAA-LSF's relations with customers and suppliers are good; (xivii) written consulting since the date of the December 31, 1997 AAA-LSF Balance Sheet, no significant customer or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annum.supplier has

Contracts and Commitments. Except as set forth on (a) The Disclosure Schedule 4.09(a) heretolists the following agreements, neither whether oral or written, to which the Company nor any Subsidiary is party a party, which are currently in effect, and which relate to anythe operation of the Company's business: (i) national collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, plan other than as described in Section 4.13 hereto; mandatory French state plans (iii) stock purchasehospitalization insurance or other welfare benefit plan or practice, stock option whether formal or similar plan, informal other than as described in Section 4.13mandatory French state plans; (iv) written share purchase or share option plan; (v) contract for the employment of any officer or individual employee providing or other person on a full-time or consulting basis or relating to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (vvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of the Company's ordinary shares or the election of directors of the Company; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesCompany; (viix) guaranty of any obligation for borrowed money or other material guarantyotherwise; (viix) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $100,000FF 50,000; (viiixi) lease or agreement under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,000FF 50,000; (ixxii) contract or group of related contracts with the same party for the purchase of products or services under which provide for annual payments the undelivered balance of such products or services is in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)FF 50,000; (xxiii) contract or group of related contracts with a client the same party (other than any contract or customer that provides annual revenues (based on revenues group of related contracts for the twelve-month purchase or sale of products or services) continuing over a period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days' or customers who have been clients or customers of the Company for less notice without penalty and involving more than twelve months) to the Company and its Subsidiaries in excess of $200,000FF 50,000; (xixiv) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiiixv) contracts granting any exclusive contract for the distribution of the Company's products; (xvi) license agreement or agreement providing for the payment or receipt of royalties or other exclusive rights or which would prevent compensation by the Company or the Buyer from hiring employees or independent contractorsCompany; (xivxii) written consulting contract or other non-employment compensation arrangement with any individual providing commitment for compensation capital expenditures in excess of $50,000 per annumFF 50,000; (xiii) agreement for the sale of any capital asset; or (xix) other agreement which is either material to the Company's business or was not entered into in the ordinary course of business. (b) The Company has performed all obligations required to be performed by it in connection with the contracts or commitments required to be disclosed in the Disclosure Schedule and is not in receipt of any claim of default under any contract or commitment December 3, 1999 16 [Initials] required to be disclosed under such caption; the Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption; and the Company has no knowledge of any breach or anticipated breach by any other party to any contract or commitment required to be disclosed under such caption. (c) Prior to the date of this Agreement, Buyer has been supplied with a true and correct copy of each written contract or commitment, and a written description of each oral contract or commitment, referred to in the Disclosure Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Except as set forth on (a) SCHEDULE 3.17 of the Disclosure Schedule 4.09(a) heretolists the following contracts, neither commitments or binding understandings or arrangements, whether oral or written, to which the Company nor or any Included Subsidiary is party a party, which are currently in effect, which relate to any: the operation of the Business and which will be retained by the Company or an Included Subsidiary after giving effect to the Disposition: (i) collective bargaining agreement or contract with any labor union; (A) all leases of real property (to the extent not otherwise disclosed in SCHEDULE 3.12 of the Disclosure Schedule) and (B) all leases of personal property under which annual lease payments exceed $20,000; (ii) written all distributor, dealer, wholesaler, broker, manufacturer's representative, sales agency or advertising agency contracts, in each case to the extent not terminable by the Company or the Included Subsidiary on 90 days' or less notice without penalty; (iii) all contracts or group of related contracts with the same party for the purchase of products or services, including, without limitation, contracts with growers or suppliers of feed, in each case to the extent annual payments exceed $20,000; (iv) all contracts or group of related contracts with the same party for the sale of products or services, including, without limitation, contracts with wholesalers or retailers, in each case to the extent annual payments exceed $20,000; (v) all contracts or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 90 days' or less notice without penalty and involving more than $100,000; (vi) all employment or consulting agreements, any Benefit Plan or a union or collective bargaining agreement, other than oral employment agreements for "at will" employees of the Company or any Included Subsidiary; (vii) all bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; SCHEDULE 3.22 of the Disclosure Schedule; (iiiviii) all stock purchase, stock option plans or other similar planplans providing for the acquisition of the Company's or any Included Subsidiary's equity securities; (ix) all material contracts terminable by the other party thereto upon a change of control of the Company of any Included Subsidiary or upon the failure of the Company or any Included Subsidiary to satisfy financial or performance criteria specified in such contract as provided therein; (x) all contracts between or among the Company or any Included Subsidiary, other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ or any member of such individual's immediate family (as described defined in Section 4.13; 3.24 hereof) or any entity affiliated with any such individual relating in any way to the Company or any Included Subsidiary (ivto the extent not otherwise disclosed in SCHEDULE 3.24 of the Disclosure Schedule); (xi) written contract for all contracts, agreements or understandings among any Company Shareholders or between any Company Shareholder and the employment Company or any Included Subsidiary, including all contracts, agreements or understandings relating to the voting of Company Common Stock or the election of directors of the Company or any Included Subsidiary and; (xii) all contracts relating to the performance and payment of any officer surety bond or individual employee providing for fixed compensation in excess letter of $50,000 per annum credit required to be maintained by the Company or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany Included Subsidiary; or (vxiii) agreement all confidentiality or indenture non-disclosure agreements; (xiv) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien (other than Permitted Liens) on any material portion of the assets of the Company and its Subsidiaries; or any Included Subsidiary, which involve amounts in excess of $200,000; (vixv) guaranty of any obligation for borrowed money or other material guaranty; otherwise; (viixvi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) all contracts which materially prohibits prohibit the Company or any of its Subsidiaries Included Subsidiary from freely engaging in business anywhere in the world; ; (xiiixvii) contracts granting any exclusive distribution all license agreements or agreements providing for the payment or receipt of royalties or other exclusive rights or which would prevent compensation by the Company or any Included Subsidiary in connection with the intellectual property rights listed SCHEDULE 3.18 of the Disclosure Schedule; (xviii) all contracts or commitments for capital expenditures with respect to which the remaining unpaid balance exceeds $100,000; (xix) all agreements for the sale of any capital asset; and (xx) any other agreement that is material to the business, financial condition or results of operation of the Company or any Included Subsidiary or was not entered into in the ordinary course of business. (b) The Company or the applicable Included Subsidiary has performed all obligations required to be performed by it in connection with the contracts or commitments required to be disclosed in SCHEDULE 3.17 of the Disclosure Schedule and is not in receipt of any claim of default under any contract or commitment required to be disclosed in such schedule. Neither the Company nor any Included Subsidiary has any Knowledge of any breach by any other party to any contract or commitment required to be disclosed in such schedule. (c) Prior to the date of this Agreement, Buyer from hiring employees and Merger Sub have been supplied with or independent contractors; (xiv) provided access to a true and correct copy of each written consulting contract or commitment, and a written description of the material terms of each oral contract or commitment, referred to SCHEDULE 3.17 of the Disclosure Schedule, together with all amendments, waivers or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumchanges thereto.

Contracts and Commitments. (a) Except as set forth in Section 3.16 or in the "Contracts Schedule" attached hereto as Schedule 3.10(a) or in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), (such contracts and agreements listed on Schedule 4.09(a) heretosuch schedules are referred to herein as the "Contracts"), neither the Company nor any Subsidiary Seller is not a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal, or severance agreements or arrangements; (ivii) written contract with any labor union or contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time, including sales commissionspart-time or consulting basis; (iii) mortgage, which reasonably may be in excess of $25,000 per annum; (v) agreement pledge or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien other lien placed on any material portion of the assets of the Company and its Subsidiaries; Purchased Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other material guaranty; than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which it is lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; ; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services which provide for annual payments other than the Customer Contracts (as defined in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthsSection 3.10(d) hereof); ; (x) other contract or group related to the Business with any party continuing over a period of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on thirty (30) days' or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; notice without penalties; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (xiii) contracts granting other agreements related to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any exclusive distribution material respect by Seller, and to Seller's knowledge no contract or commitment related to the Business has been breached in any material respect by the other party thereto or canceled by the other party, (ii) since December 31, 1998, no supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all material respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other exclusive rights or agreement related to the Business to which would prevent it is a party; (iv) no event has occurred which with the Company passage of time or the Buyer from hiring employees giving of notice or independent contractors; (xiv) written consulting both would result in a breach or default under any lease, contract, instrument or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annum.agreement related to the Business to which

Contracts and Commitments. (a Except as specifically contemplated by this Agreement and except as set forth on the Contracts Schedule 4.09(a) heretoattached hereto or on the Benefit Plans Schedule, neither the Company nor any Subsidiary of its Subsidiaries is a party to or bound by, whether written or oral, any: (i) i0 collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written ii0 contract for the employment of any officer or individual key employee providing for fixed compensation in excess or any severance agreements requiring payment of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annummore than three (3) months salary; (v) iii0 agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of its assets; (iv0 contract under which the Company and or any of its SubsidiariesSubsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (vi) v0 agreements with respect to the lending or investing of funds; (vi0 agreement under which the Company or any of its Subsidiaries has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (vii0 guaranty of any obligation in excess of $50,000, other than endorsements made for borrowed money collection; (viii0 management, consulting, advertising, marketing, promotion, technical services, advisory or other material guarantycontract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Business requiring payments in excess of $50,000; (vii) ix0 outstanding powers of attorney executed on behalf of the Company; (x0 lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,00050,000 annually; (viii) xi0 lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000owned or controlled by it; (ix) xii0 contract or group of related contracts with the same party for the purchase continuing over a period of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for dates thereof, not terminable by it on thirty (30) days or less than twelve months); (x) contract notice without penalties or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less involving more than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annum.50,000;

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 4.09(a) hereto, neither the Company nor any Subsidiary Seller is not a party to any: or bound by any of the following whether written or oral which relate to either an Assumed Liability or a Purchased Asset: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (ii) collective bargaining agreement or any other contract with any labor union; (ii) written bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan, other than as described in Section 4.13 hereto; arrangements; (iii) stock purchaseany written management agreement, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing for fixed annual cash or other compensation in excess of $50,000 per annum 25,000 annually or variable compensation, including sales commissions, which reasonably may be in excess providing for the payment of $25,000 per annum; (v) agreement any cash or indenture relating to other compensation or benefits upon the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion consummation of the assets of the Company and its Subsidiaries; transactions contemplated hereby; (vi) guaranty of any obligation for borrowed money or other material guaranty; (viiiv) lease or agreement under which it Seller is lessee of, of or holds or operates any personal property property, real or personal, owned by any other partyPerson, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $100,000; 25,000; (viiiv) lease or agreement under which it Seller is lessor of or and which permits any third party to hold or operate any property, real or personal, for which the owned or controlled by Seller; (vi) license or royalty agreements; (vii) nondisclosure or confidentiality agreements; (viii) local service agreements (including cleaning, guard service, lawn and snow removal) and maintenance agreements (including vehicle and equipment maintenance agreements) involving annual rental exceeds payments in excess of $100,000; 25,000; (ix) contract or group of related contracts with the same party or group of affiliated parties for the purchase of raw materials, commodities, supplies, products, equipment or other personal property or for the receipt of services under which the undelivered balance of such products or and services which provide for annual payments has a selling price in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); 25,000; (x) contract or group of related contracts with a client the same party or customer that provides annual revenues (based on revenues group of affiliated parties for the twelve-month period ending on the date sale of the Latest Balance Sheet raw materials, commodities, supplies, products or anticipated revenues other personal property or for the first twelve months furnishing of services under which the undelivered balance of such contracts for clients products or customers who have been clients or customers of services due from the Company for less than twelve months) to the Company and its Subsidiaries Seller has a selling price in excess of $200,000; 25,000; (xi) material other contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by Seller upon 30 days or less notice without penalty or involving more than $25,000; (xii) contract or group of related contracts requiring the payment of any fee, penalty or other amount by Seller in the event of any failure to perform or late performance of such contract or contracts by Seller; (xiii) contract relating to the marketing, sale, advertising or promotion of its products which requires payments in excess of $25,000 per year; (xiv) assignment, license (other than implied licenses to suppliers), indemnification or royalty other agreement with respect to any intangible property (including any Intellectual Property Rights); (xv) broker, agent, sales representative, sales or distribution agreement or agreement relating to the use export and/or import of any third party intellectual property goods or equipment; (excluding licenses to commercially available “off the shelf” software less than $25,000); (xiixvi) contracts which materially prohibits the Company or any of its Subsidiaries non-competition agreement prohibiting Seller from freely engaging in any business or competing anywhere in the world; or (xiiixvii) contracts granting any exclusive distribution other agreement which is material to its operation or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation involves an annual consideration in excess of $50,000 per annum50,000, whether or not in the ordinary course of business. (b) To the knowledge of the Seller, all of the contracts, agreements and instruments set forth or required to be set forth on the attached Contracts Schedule to be assumed by Buyer are as against Seller valid, binding and enforceable in accordance with their respective terms. Except as set forth on the Contracts Schedule or as a result of the consummation of the transactions contemplated hereby, Seller, to its knowledge, has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument to which Seller is subject and which is to be assumed by Buyer; to the knowledge of Seller, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Seller under any material contract, agreement or instrument to which Seller is subject and which is to be assumed by Buyer; and Seller has no knowledge of any breach or cancellation by the other parties to any material contract, agreement, instrument or commitment to which it is a party and which is to be assumed by Buyer. (c) Buyer's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Contracts Schedule and which is to be assumed by Buyer, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.09(a) hereto, neither 3.10 the Company nor any Subsidiary Seller is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) written union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) or incentive plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother Person on a full-time, including sales commissions, which reasonably may be in excess of $25,000 per annum; consulting or independent contractor basis or any severance agreements or change-of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets, other than a Permitted Lien; (iv) Contracts with respect to the assets lending or investing of the Company and its Subsidiaries; funds; (v) license or royalty Contracts, or management, consulting, or advisory contracts; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for payments by the Seller or under which the annual rental exceeds $100,000; (viii) lease or agreement under which it Seller is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ixviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments in excess performance over a period of $100,000 more than one year; (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xix) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients or customers of the Company for less than twelve monthsnotice without penalties; (x) Contracts relating to the Company ownership of or investments in any business or enterprise (including, but not limited to, investments in joint ventures and its Subsidiaries in excess of $200,000; minority equity investments); (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts Contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; ; (xii) Contract relating to the distribution, marketing, advertising or sales of its products and/or services; (xiii) contracts granting any exclusive distribution or other exclusive rights or Contracts pursuant to which would prevent the Company or the Buyer from hiring employees or independent contractors; it subcontracts work to third parties; (xiv) power of attorney; (xv) Contract relating to the acquisition or sale of the Business (or any material portion thereof); (xvi) Contracts relating to Proprietary Rights except as set forth in Schedule 3.11(b); or (xvii) other Contracts material to it, whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed in Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b), (i) no Contract or commitment required to be disclosed on Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b) (each, a “Material Contract” and collectively, the “Material Contracts”) has been breached or canceled by the other party, and the Seller has no Knowledge of any anticipated breach by any other party to any Material Contract, (ii) the Seller has performed all the obligations required to be performed by them under the Material Contracts to the extent required to be so performed as of the date hereof or as of the Closing Date and are not in default under or in breach of any Material Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iii) the Seller does not have a present expectation or intention of not fully performing any obligation pursuant to any Material Contract, and (iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has made available to Buyer a true and correct copy of all written consulting Material Contracts, in each case together with all amendments, waivers or other nonchanges thereto (all of which are disclosed on Schedule 3.10 or Schedule 3.11(b)). Schedule 3.10 or Schedule 3.11(b) contains an accurate and complete description of all material terms of all oral Material Contracts referred to therein. (d) During the two-employment compensation arrangement with year period ending on the date of this Agreement, the Seller has not used any individual providing for compensation in excess of $50,000 per annumname or names under which they have invoiced account debtors, maintained records regarding its assets or otherwise conducted business other than the exact names set forth on Schedule 3.10 or Schedule 3.11(b).

Contracts and Commitments. (a) Except as set forth on Schedule 4.09(ain Section 4.10(a) heretoof the Disclosure Schedule, neither the Company nor any Subsidiary is not party to any: any written or oral: (i) joint venture agreement, operating agreement, management agreement, cost sharing agreement, or partnership agreement; (ii) collective bargaining agreement or contract with any labor union; ; (iiiii) written bonus, pension, profit sharing, severance, retention, change of control, retirement or other form of deferred compensation plan, in each case, other than as described in Section 4.13 hereto; 4.13; (iiiiv) stock purchase, stock option or similar plan, other than as described in Section 4.13; plan with respect to Equity Interests of the Company; (ivv) written contract for the employment of any officer or officer, individual employee or other person on a full-time or consulting basis providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 100,000 per annum; , other than offer letters, non-disclosure, non-solicitation, non-competition or similar agreements; (vvi) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; Company; (vivii) guaranty of any obligation for borrowed money or other material guaranty; money; (viiviii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental payment exceeds $100,000; ; (viiiix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental payment exceeds $100,000; ; (ixx) contract or group of related contracts with the same party for the purchase of products or services, involving payments by the Company for goods, services which provide for annual payments in excess or materials of $100,000 or more in any calendar year; (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xxi) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelvesale of products or services involving payments to the Company for goods, services or materials of $100,000 or more in any calendar year; (xii) Aging Services Access Point, Medicaid managed care organization contracts, or other contracts for participation with any Governmental Program; (xiii) contract that by its terms contains non-month period ending on competition restrictions that restrict the ability of the Company to compete in any geographical area or business (other than confidentiality agreements entered into in the ordinary course of business); (xiv) distributorship or sales agency agreement; (xv) contract related to an acquisition or divestiture of any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit by the Company; (xvi) contract between the Company and any officer, director or equity holder, or, to the knowledge of the Company, any Affiliate thereof; (xvii) contract providing for an exclusive relationship or the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service, including cell phone contracts, utilities, healthcare insurance, leases and the like; (xviii) settlement, conciliation or similar agreements (A) with any Governmental Authority or (B) pursuant to which the Company is obligated after the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) this Agreement to the Company and its Subsidiaries pay consideration in excess of $200,000100,000 or satisfy any material non-monetary requirements; (xix) Billing Arrangement; or (xixx) material license any contract between the Company and any physician, physician group or royalty agreement relating other referral source to the use Company. (b) Buyer has been given true and correct copies of all written contracts which are listed in Section 4.10(a) of the Disclosure Schedule, together with all amendments, waivers or other changes thereto (each, a “Material Contract” and, collectively, the “Material Contracts”). (c) The Material Contracts are in full force and effect and are valid binding obligations of the Company. Except as set forth in Section 4.10(c) of the Disclosure Schedule, (i) the Company is not in default in any material respect under any Material Contract and (ii) to the Company’s knowledge, the counterparty or counterparties to each such agreement or contract are not in material default thereunder. (d) Except as set forth on Section 4.10(d) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not result in any material default by the Company under any such Material Contract or afford any other party the right to terminate any such Material Contract. Except as set forth on Section 4.10(d) of the Disclosure Schedule, the Company has not received written notice of any third intention of any other party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company any Material Contract to exercise any right to cancel or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumterminate that Material Contract.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.09(a) hereto, neither 3.10 the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) written union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation planor incentive plan or, other than as described in Section 4.13 hereto; (iii) the Company Option Plan, any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother Person on a full-time, including sales commissions, which reasonably may be in excess of $25,000 per annum; consulting or independent contractor basis or any severance agreements or change-of-control agreements; (viii) agreement or indenture Contract relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets, other than a Permitted Lien; (iv) Contracts with respect to the assets lending or investing of the Company and its Subsidiaries; funds; (v) license or royalty Contracts, or management, consulting, or advisory contracts; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement Contract under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for payments by the Company or under which the annual rental exceeds $100,000; (viii) lease or agreement under which it Company is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ixviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments in excess performance over a period of $100,000 more than one year; (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xix) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients or customers of the Company for less than twelve monthsnotice without penalties; (x) Contracts relating to the Company ownership of or investments in any business or enterprise (including, but not limited to, investments in joint ventures and its Subsidiaries in excess of $200,000; minority equity investments); (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts Contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; ; (xii) Contract relating to the distribution, marketing, advertising or sales of its products and/or services; (xiii) contracts granting any exclusive distribution or other exclusive rights or Contracts pursuant to which would prevent the Company or the Buyer from hiring employees or independent contractors; it subcontracts work to third parties; (xiv) power of attorney; (xv) Contract relating to the acquisition or sale of its business (or any material portion thereof); (xvi) Contracts relating to Proprietary Rights except as set forth in Schedule 3.11(b); or (xvii) other Contract material to it, whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed in Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b), (i) no Contract or commitment required to be disclosed on Schedule 3.8(b), Schedule 3.10 or Schedule 3.11(b) (each, a “Material Contract” and collectively, the “Material Contracts”) has been breached or canceled by the other party, and there are no anticipated breaches by any other party to any Material Contract, (ii) the Company has performed all the obligations required to be performed by them under the Material Contracts to the extent required to be so performed as of the date hereof or as of the Closing Date and are not in default under or in breach of any Material Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) the Company does not have a present expectation or intention of not fully performing any obligation pursuant to any Material Contract, (vi) each Material Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Company has made available to Buyer a true and correct copy of all written consulting Material Contracts, in each case together with all amendments, waivers or other nonchanges thereto (all of which are disclosed on Schedule 3.10 or Schedule 3.11(b)). Schedule 3.10 or Schedule 3.11(b) contains an accurate and complete description of all material terms of all oral Material Contracts referred to therein. (d) During the two-employment compensation arrangement with year period ending on the date of this Agreement, the Company has not used any individual providing for compensation in excess of $50,000 per annumname or names under which they have invoiced account debtors, maintained records regarding its assets or otherwise conducted business other than the exact names set forth on Schedule 3.10 or Schedule 3.11(b).

Contracts and Commitments. (a) Except as set forth on in Section 3.16 or in the "Contracts Schedule" attached hereto as Schedule 4.09(a3.10(a) heretoor in the "Customer Contracts Schedule" attached hereto as Schedule 3.10(d), neither the Company nor any Subsidiary Seller is not a party to any: : (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal, or severance agreements or arrangements or contracts requiring Seller to pay post-retirement medical benefits; (ivii) written contract with any labor union or contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensationother person on a full-time, including sales commissions, which reasonably may be in excess of $25,000 per annum; part-time or consulting basis; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its Subsidiaries; Purchased Assets; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise, other material guaranty; than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement related to the Business; (vii) lease or agreement related to the Business under which it is lessee of, of or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; ; (viii) lease or agreement related to the Business under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ix) contract or group of related contracts related to the Business with the same party for the purchase or sale of products or services which provide for annual payments other than the Customer Contracts (as defined in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve monthsSection 3.10(d) hereof); ; (x) other contract or group related to the Business with any party continuing over a period of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on thirty (30) days' or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; notice without penalties; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; (xii) contract relating to the distribution of its products as it relates to the Business; or (xiii) contracts granting other agreements related to the Business whether or not entered into in the ordinary course of business. (b) Except as specifically disclosed in the Contracts Schedule or the Customer Contracts Schedule, (i) no contract or commitment related to the Business has been breached in any exclusive distribution respect or canceled by the other party, (ii) since September 30, 1998, no supplier of the Business has notified Seller that it shall stop or decrease in any material respect the rate of business done with Seller, (iii) Seller has in all respects performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any material lease, contract, commitment or other exclusive rights or agreement related to the Business to which would prevent it is a party; (iv) no event has occurred which with the Company passage of time or the Buyer from hiring employees giving of notice or independent contractors; (xiv) written consulting both would result in a breach or default under any lease, contract, instrument or other non-employment compensation arrangement agreement related to the Business to which Seller is a party and which is related to the Business; and (v) Seller is not a party to any contract which is adverse to the Business's operations, financial condition, operating results or business prospects. (c) Purchasers have been supplied with a true and correct copy of all written contracts which are referred to on the Contract Schedule and Customer Contracts Schedule, together with all amendments, waivers or other changes thereto. (d) Except as indicated on the "Customer Contract Schedule" attached hereto as Schedule 3.10(d), (A) each contract agreement or lease with any individual providing for compensation customer or group of customers relating to the Business ("Customer Contracts") is valid, enforceable and in excess full force and effect in accordance with the terms thereof, (B) there is no existing default or event or condition which, with notice or lapse of $50,000 per annumtime or both, would constitute an event of default under any Customer Contract, (C) no Customer Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct, (D) no Customer Contract requires the consent of the Customer or any other party to affect a valid assignment thereof to CBI without causing a default or giving rise to a right of termination thereunder and (E) each Customer Contract complies with all applicable laws, rules and regulations. Except as set forth in the Customer Contract Schedule, neither the Seller nor any Shareholder has any knowledge of any (i) pending or threatened termination, cancellation, limitation, modification or change in any of Seller's business relationships with any customer or group of customers related to the Business or (ii) changes or pending changes in any law, rule, regulation, technology, or business relationship or other circumstance that could result in the loss of any customers related to the Business after the date hereof.

Contracts and Commitments. Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.09(a) hereto5.12, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess or other person on a full time or consulting basis, any severance agreement or any agreement requiring any payment upon a change of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess control of $25,000 per annumthe Company; (viii) agreement Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiariesfunds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guarantycollection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,0004,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000owned or controlled by it; (ix) contract Contract or group of related contracts Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $100,000 (based on payments made during the twelve-month period ending on the date 5,000 annually) or involves a sum in excess of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)$5,000; (x) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients less notice without penalties or customers of the Company for less involving more than twelve months) to the Company and its Subsidiaries in excess of $200,0005,000; (xi) material license Contract with any officer, director, shareholder or royalty agreement relating to the use other insider of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging affiliates, or any family member or relative of Sellers (or trust for the benefit of Company or any of the foregoing), or with any entity controlled by or under common control of any such party (together, all such parties are “Related Parties”); (xii) Contract relating to the distribution, marketing or sales of its products, including the terms of sale used by Company in business anywhere in the worldconnection with confirmations of any purchase orders or shipments made to customers; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractorswarranty agreement with respect to products sold; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) other Contract material to it whether or not entered into in the ordinary course of business. (a) Except as set forth on Schedule 5.12, the Company has delivered to the Buyer a complete copy of each written consulting Contract listed in Schedule 5.12 (as amended to date) and a written summary setting forth the material terms and conditions of each oral Contract referred to in Schedule 5.12. With respect to each such Contract: (i) the Contract is legal, valid, binding, enforceable, and in full force and effect in all material respects; (ii) no party is in material breach or other non-employment compensation arrangement default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit the termination, modification, or acceleration, under the Contract; and (iii) no party has repudiated any individual providing for compensation in excess material provision of $50,000 per annumthe Contract.

Contracts and Commitments. Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.09(a) hereto5.12, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess or other person on a full time or consulting basis, any severance agreement or any agreement requiring any payment upon a change of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess control of $25,000 per annumthe Company; (viii) agreement Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiariesfunds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guarantycollection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,0005,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000owned or controlled by it; (ix) contract Contract or group of related contracts Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $100,000 (based on payments made during the twelve-month period ending on the date 5,000 annually) or involves a sum in excess of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)$10,000; (x) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients less notice without penalties or customers of the Company for less involving more than twelve months) to the Company and its Subsidiaries in excess of $200,00010,000; (xi) material license Contract with any officer, director, shareholder or royalty agreement relating to the use other insider of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging affiliates, or any family member or relative of Sellers (or trust for the benefit of Company or any of the foregoing), or with any entity controlled by or under common control of any such party (together, all such parties are “Related Parties”); (xii) Contract relating to the distribution, marketing or sales of its products, including the terms of sale used by Company in business anywhere in the worldconnection with confirmations of any purchase orders or shipments made to customers; (xiii) contracts granting any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractorswarranty agreement with respect to products sold; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) other Contract material to it whether or not entered into in the ordinary course of business. (a) Except as set forth on Schedule 5.12, the Company has delivered or made available to the Buyer a complete copy of each written consulting Contract listed in Schedule 5.12 (as amended to date) and a written summary setting forth the material terms and conditions of each oral Contract referred to in Schedule 5.12. With respect to each such Contract: (i) the Contract is legal, valid, binding, enforceable, and in full force and effect in all material respects; (ii) no party is in material breach or other non-employment compensation arrangement default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit the termination, modification, or acceleration, under the Contract; and (iii) no party has repudiated any individual providing for compensation material provision of the Contract. (b) With regard to the Wakunaga Contract, Sellers represent and warrant that Wakunaga holds no outdated or obsolete product components or packaging and less than a three (3) month supply of components otherwise and that Company is not in excess default under the Wakunaga Contract has performed all of $50,000 per annumits obligations thereunder through the Closing Date.

Contracts and Commitments. Except as set forth on (a) Schedule 4.09(a) hereto2.18 of the Disclosure Schedule lists the following agreements, neither whether oral or written, to which the Company nor any Subsidiary is party a party, which are currently in effect, and which relate to anythe operation of the Company's business: each (i) collective bargaining contract, agreement or contract with any labor unionunderstanding relating to the voting of Common Stock or the election of directors of the Company; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesCompany; (viiii) guaranty of any obligation for borrowed money or other material guarantyotherwise; (viiiv) lease or agreement under which it the Company is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $100,000; (viiiv) lease or agreement under which it the Company is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,000; (ixvi) contract or group of related contracts with the same party for the purchase of products or services under which provide for annual payments the undelivered balance of such products or services is in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)25,000; (xvii) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,00010,000; (viii) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days or less notice without penalty; (ix) contract or commitment for capital expenditures in excess of $100,000; (x) agreement for the sale of any capital asset; (xi) material license management contract and contract with an independent contractor or royalty agreement relating consultant (or similar arrangements) to which the use of any third Company is a party intellectual property (excluding licenses to commercially available “off the shelf” software and which are not cancellable without penalty or further payment and without less than $25,000)30 days' notice; (xii) contracts which materially prohibits contract or agreement that limit or purport to limit the ability of the Company to compete in any line of business or with any person or in any geographic area or during any period of its Subsidiaries from freely engaging in business anywhere in the worldtime; (xiii) contracts granting or agreements between or among the Company, on one hand, and any exclusive distribution affiliate of the Company, on the other hand; or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting other agreement which is either material to the Company's business or was not entered into by the Company in the ordinary course of business (collectively, the "Material Contracts"). (b) The Company has performed all obligations required to be performed by it in connection with the Material Contracts and is not in receipt of, and has no knowledge after due inquiry of, any claim of default under any Material Contract; and the Company has no present expectation or intention of not fully performing any material obligation pursuant to any Material Contract. (c) Each Material Contract: (i) is valid and binding on the Company and to the Company's knowledge after due inquiry is valid and binding on the parties thereto and is in full force and effect, (ii) if consummation of the transactions contemplated by this Agreement and the Transaction Documents constitutes a "change of control" under any Material Contract, such Material Contract is freely and fully assignable without penalty or other non-employment compensation arrangement with adverse consequences, and (iii) upon consummation of the transactions contemplated by this Agreement and the Transaction Documents, except to the extent that any individual providing for compensation consents set forth in excess Schedule 2.18 of $50,000 per annumthe Disclosure Schedule are not obtained, shall continue in full force and effect without any penalty or other adverse consequences. (d) To the knowledge of the Company after due inquiry, no other party to any Material Contract in breach thereof or default thereunder and the Company has not received any notice of termination, cancellation, breach or default under any Material Contracts. (e) The Company has made available to the Purchasers true and complete copies of all Material Contracts.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.09(a) hereto4.2, neither the Company nor any Subsidiary is not a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract Contract with any labor union; (ii) written union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract Contract for the employment of any officer or officer, individual employee providing for fixed or other person on a full-time or consulting basis or any severance agreements involving annual compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; 100,000; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiaries; funds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,000; (viii) lease 10,000 annually or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ixviii) contract Contract or group of related contracts Contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $100,000 10,000 annually) or involves a sum in excess of $10,000; (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (xix) contract Contract or group of related contracts Contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients less notice without penalties or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less involving more than $25,000); 10,000; (xiix) contracts Contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; (xi) Contract relating to the distribution, marketing or sales of its products; (xii) agreements, Contracts or understandings pursuant to which the Company subcontracts work to third parties; or (xiii) contracts granting other agreement material to it, whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed in Schedule 4.2, no Contract or commitment required to be disclosed on Schedule 4.2 has been breached or canceled by the other party, and there is no basis to reasonably expect an anticipated breach by any exclusive distribution or other exclusive rights or which would prevent the Company or the Buyer from hiring employees or independent contractors; (xiv) written consulting or other non-employment compensation arrangement with party to any individual providing for compensation in excess of $50,000 per annumContract set forth on Schedule 4.2.

Contracts and Commitments. Except as set forth on Schedule 4.09(a(a) heretoThe Disclosure Schedule, neither under the caption referencing this Section 2.15, lists each of the following agreements, whether oral or written, to which the Company nor any Subsidiary is party a party, which are currently in effect, and which relate to anythe operation of the Company's business: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described under the caption referencing Section 2.20 hereof in Section 4.13 heretothe Disclosure Schedule; (iii) stock purchasehospitalization insurance or other welfare benefit plan or practice, stock option whether formal or similar planinformal, other than as described under the caption referencing Section 2.20 hereof in Section 4.13the Disclosure Schedule; (iv) written stock purchase or stock option plans; (v) contract for the employment of any officer or officer, individual employee providing or other person on a full-time or consulting basis or relating to severance pay for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annumany such person; (vvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Common Stock or the election of directors of the Company; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the assets of the Company and its SubsidiariesCompany; (viix) guaranty of any obligation for borrowed money or other material guarantyotherwise; (viix) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds $100,000; (viiixi) lease or agreement under which it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds $100,000; (ixxii) contract or group of related contracts with the same party for the purchase of products or services under which provide for annual payments the undelivered balance of such products or services is in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months)10,000; (xxiii) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues the same party for the twelve-month period ending on sale of products or services under which the date of the Latest Balance Sheet or anticipated revenues for the first twelve months undelivered balance of such contracts for clients products or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries services has a sales price in excess of $200,00010,000; (xixiv) material license contract or royalty agreement relating to group of related contracts with the use same party (other than any contract or group of any third party intellectual property (excluding licenses to commercially available “off related contracts for the shelf” software purchase or sale of products or services) not terminable by it on 30 days' or less than $25,000)notice without penalty; (xiixv) contracts contract which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiiixvi) contracts granting contract for the distribution of the Company's products (including any exclusive distribution distributor, sales and original equipment manufacturer contract); (xvii) franchise agreement; (xviii) license agreement or agreement providing for the payment or receipt of royalties or other exclusive rights or which would prevent compensation by the Company or in connection with the Buyer from hiring employees or independent contractorsintellectual property rights listed under the caption referencing Section 2.16 hereof in the Disclosure Schedule; (xivxix) contract or commitment for capital expenditures; (xx) agreement for the sale of any (b) The Company has performed all obligations required to be performed by it in connection with the contracts or commitments required to be disclosed in the Disclosure Schedule under the caption referencing this Section 2.15 and is not in receipt of any claim of default under any contract or commitment required to be disclosed under such caption; the Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption; and Seller has no knowledge of any breach or anticipated breach by any other party to any contract or commitment required to be disclosed under such caption. (c) Prior to the date of this Agreement, Buyer has been supplied with a true and correct copy of each written consulting contract or commitment, and a written description of each oral contract or commitment, referred to under the caption referencing this Section 2.15 in the Disclosure Schedule, together with all amendments, waivers or other non-employment compensation arrangement with any individual providing for compensation in excess of $50,000 per annumchanges thereto.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.09(a) the "Contracts Schedule" attached hereto, neither the ------------------ Company nor any Subsidiary of its Subsidiaries is a party to or bound by, whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union; (ii) written union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock plan or any equity purchase, stock option equity option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written any contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; other person on a full-time or consulting basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiaries; funds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,000; 10,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which owned or controlled by it (other than leases of equipment in the annual rental exceeds $100,000; Ordinary Course of Business); (ix) contract or group of related contracts with the same party for the purchase continuing over a period of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on more than six months from the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than twelve months); $10,000; (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; or (xiiixi) contracts granting other agreement material to it whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed on the Contracts Schedule, (i) no contract ------------------ or commitment required to be disclosed on the Contracts Schedule has been ------------------ breached or canceled by the other party and the Company, its Subsidiaries and the Sellers have no knowledge of any exclusive distribution anticipated breach by any other party to any contract required to be set forth on the Contracts Schedule, (ii) no ------------------ customer or other exclusive rights supplier has indicated in writing or which would prevent orally to the Company, any of its Subsidiaries or any Seller that it shall stop or decrease the rate of business done with the Company or any of its Subsidiaries or that it desires to renegotiate its contract or current arrangement with the Buyer from hiring employees Company of any of its Subsidiaries, (iii) the Company and each of its Subsidiaries has performed all the obligations required to be performed by it in connection with the contracts or independent contractors; commitments required to be disclosed on the Contracts Schedule and is not in default under or in breach of ------------------ any contract or commitment required to be disclosed on the Contracts Schedule, ------------------ and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (xiviv) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing any obligation pursuant to any contract required to be set forth on the Contracts Schedule, and (vi) each agreement required to be set ------------------ forth on the Contracts Schedule is legal, valid, binding, enforceable and in ------------------ full force and effect and will continue as such following the consummation of the transactions contemplated hereby. (c) The Sellers have provided the Purchaser with a true and correct copy of all written consulting contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other non-employment compensation arrangement with any individual providing for compensation in excess ------------------ changes thereto (all of $50,000 per annumwhich are disclosed on the Contracts Schedule). The ------------------ Contracts Schedule contains an accurate and complete description of all material ------------------ terms of all oral contracts required to be set forth thereon.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on in Schedule 4.09(a) hereto4.13, neither the Company nor any Subsidiary is neither a party to nor bound by, ------------- whether written or oral, any: : (i) collective bargaining agreement or contract with any labor union; (ii) written union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) plan or any stock purchase, stock option option, hospitalization insurance or similar planplan or practice, other than as described in Section 4.13; whether formal or informal; (ivii) written contract for the employment of any officer or officer, individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; other person on a full-time or consulting basis or any severance agreements; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of its assets; (iv) agreements with respect to the assets lending or investing of the Company and its Subsidiaries; funds; (v) license or royalty agreements; (vi) guaranty of any obligation obligation, other than endorsements made for borrowed money or other material guaranty; collection; (vii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds payments in excess of $100,000; 2,000 annually; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; owned or controlled by it; (ix) contract or group of related contracts with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which provide either calls for annual payments performance over a period of more than one year (except if such contracts do not involve a sum in excess of $100,000 (based on payments made during the twelve-month period ending on the date 2,000 annually) or involves a sum in excess of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); $2,000; (x) contract or group of related contracts with the same party continuing over a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on of more than six months from the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients dates thereof, not terminable by it on 30 days or customers who have been clients less notice without penalties or customers of the Company for less involving more than twelve months) to the Company and its Subsidiaries in excess of $200,000; 2,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts contract which materially prohibits the Company or any of its Subsidiaries it from freely engaging in business anywhere in the world; ; (xii) contract relating to the distribution, marketing or sales of its products; (xiii) agreements, contracts granting or understandings pursuant to which the Company subcontracts work to third parties; or (xiv) other agreement material to it whether or not entered into in the Ordinary Course of Business. (b) Except as disclosed in Schedule 4.13, (i) to the Knowledge ------------- of the Company, no contract or commitment required to be disclosed on Schedule -------- 4.13 has been breached or cancelled by the other party since December 31, 1998, ---- and the Company has no Knowledge of any exclusive distribution anticipated breach by any other party to any contract set forth on Schedule 4.13, (ii) since December 31, 1998, no ------------- customer or other exclusive rights supplier has indicated in writing or which would prevent orally to the Company or any Seller that it shall stop or decrease the rate of business done with either Company or that it desires to renegotiate its contract with the Company, (iii) the Company has performed all the obligations required to be performed by it in connection with the contracts or commitments required to be disclosed on Schedule 4.13 and is not in default under or in breach of any contract or ------------- commitment required to be disclosed on the Schedule 4.13, and no event has ------------- occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder, (iv) the Company does not have a present expectation or intention of not fully performing any obligation pursuant to any contract set forth on Schedule 4.13, (vi) each agreement is legal, valid, ------------- binding, enforceable and in full force and effect and will continue as such following the consummation of the transactions contemplated hereby, and (vii) no unfilled customer order or commitment obligating the Company to process or deliver products or perform services shall result in a loss to the Company upon completion of performance. (c) Schedule 4.13 lists the ten largest customers and the ten ------------- largest suppliers of the Company during the 12-month period ended September 30, 1999. (d) Sellers have provided Buyer from hiring employees or independent contractors; (xiv) with a true and correct copy of all written consulting contracts which are required to be disclosed on Schedule 4.13, in ------------- each case together with all amendments, waivers or other non-employment compensation arrangement with any individual providing for compensation in excess changes thereto (all of $50,000 per annumwhich are disclosed on Schedule 4.13). Schedule 4.13 contains an accurate and ------------- ------------- complete description of all material terms of all oral contracts referred to therein.