Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Part 3.20(a) contains an accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by or to Seller of an amount or value in excess of twenty-five thousand ($25,000) dollars; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller in excess of ten ($10,000) dollars; (iv) each Seller Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year); (v) each Seller Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller with any other Person; (vii) each Seller Contract containing covenants that in any way purport to restrict Business activity or limit the freedom of Seller to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) Schedule 4.10 contains an a complete and accurate and complete listlist of, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, copies of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand US $100,000; (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of US $25,000) dollars50,000; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten (US $10,000) dollars50,000; (iv) each Seller lease agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand (US $25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of a group any of employees relating to wages, hours and other conditions of employmentthe Intellectual Property; (vi) each Seller joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (vii) each Seller Contract between or including the Company and an Affiliate; (viii) each Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xivx) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member Seller (and each Affiliate of Seller has or may acquire Seller) does not have any rights under, and no member of Seller has under or may become subject to any obligation or liability underunder and does not have the right to require or will not become subject to, any Contract that relates to the Business business of, or any of the Assets.assets owned or used by, the Company; (c) Except as set forth in Part 3.20(c): To the Knowledge of Seller or the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (ii) assign to the Company or to any other Person any rights to any invention, improvement, or discovery; (d) With respect to each Seller Contract identified or required to be identified in Part 3.20 Schedule 4.10, (ai) the Contract is legal, valid, binding, enforceable and which is in full force and effect; (ii) the Contract will continue to be assigned to or assumed by Buyer under this Agreement is legal, valid, binding, enforceable and in full force and effect and is valid and enforceable in accordance with its on identical terms and following the Backlog List is a complete and correct list of all Business customer orders on backlog as consummation of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Persontransactions contemplated hereby; and (iii) to the Knowledge of Seller, no Seller Contract identified party is in breach or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller isdefault, and at all times since December 31no event has occurred which with notice or lapse of time would constitute a breach or default, 1999or permit termination, modification or acceleration, under the Contract; and (iv) no party has been, in compliance with all applicable terms and requirements repudiated any provision of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iiie) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller The Company has not given to or received from any other Person, at any time since December 31January 1, 19992005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by Buyer.Contract; and (ef) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having and, to the contractual Knowledge of Seller or statutory right to demand or require such renegotiation and the Company, no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $100,000. (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars;10,000: (iii) each Seller current Insurance Policy; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars; (ivv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000, and with having an aggregate value of all items having a term value per item of less than one year$10,000 items not exceeding $50,000.00); (vvi) each Seller licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viviii) each Seller joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiix) each Seller Contract containing covenants that in any way purport to restrict Business the business activity of the Company or limit the freedom of Seller the Company to engage in any line of business or to compete with any Person; (viiix) each Seller Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixxi) each power of attorney of Seller that is currently effective and outstanding; (xxii) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixiii) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars10,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiixiv) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xivxv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any 3.17(b) of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List Disclosure Letter is a complete and correct list of all Business customer orders on backlog as of work in progress schedule setting forth the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements total amount of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, contract and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into certain information as reflected in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementcaptions thereto. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aExcept as set forth on Section 2.12(a) contains of the Company Disclosure Schedule or filed as an accurate and complete list, and Seller has delivered to Buyer (or attached exhibit to the Disclosure Schedule as required herein) accurate and complete copiesCompany SEC Documents, ofthere is no: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Company Contract that involves performance of services or delivery of goods or materials by or to Seller any of the Acquired Companies of an amount or value in excess of twenty-five thousand $500,000; (ii) Company Contract that involves performance of services or delivery of goods or materials to any of the Acquired Companies of an amount or value in excess of $25,000) dollars500,000; (iii) each Seller Company Contract that was not entered into in the Ordinary Course of Business and that involves expenditures the expenditure or receipts receipt by any of Seller the Acquired Companies of an amount or value in excess of ten ($10,000) dollars500,000; (iv) each Seller Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year500,000); (vvi) each Seller material Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) material Company Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viviii) each Seller Company Contract (however named) other than Company Plans involving a sharing of profits, losses, costs or liabilities Liabilities by Seller any of the Acquired Companies with any other Person; (viiix) each Seller Company Contract containing covenants that in any way purport to restrict Business the business activity of Company or limit the freedom of Seller any of the Acquired Companies to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding;; and (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Company Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing2,500,000. (b) Except Company has made available to Parent a copy of each Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates an exhibit to the Business or any of the AssetsCompany SEC Documents. (c) Except as Each Company Contract set forth in Part 3.20(c): Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) each Seller none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract identified has Contravened any of the applicable terms of a Company Contract, (ii) no event has occurred or required circumstance exists that (with or without notice or lapse of time) would constitute or result directly or indirectly in Contravention of any Company Contract by Company or, to be identified in Part 3.20Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (ad) and which is to be assigned to Each Drilling Contract or assumed by Buyer under this Agreement each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller isnone of the Acquired Companies nor, and at all times since December 31to Company's Knowledge, 1999, any other party to a Drilling Contract or Rig Contract has been, in compliance with all Contravened any of the applicable terms and requirements of each Seller a Drilling Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; or Rig Contract, (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of SellerCompany's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach ofmay constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or give Seller received written notice or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice communication regarding any actual, alleged, possible alleged or potential violation Contravention of any Drilling Contract or Breach of, or default under, any Contract which is being assigned to or assumed by BuyerRig Contract. (e) There To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material amounts paid or payable to Seller under current or completed Seller Contracts with Company's business, nor has any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationrenegotiation been made. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000; (ii) dollarseach Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars25,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars25,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Letter: (i) No Seller (and no member Related Person of Seller any Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter: (i) Seller The Company is, and at all times since December 31September 30, 1999, 1998 has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31September 30, 1999, 1998 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller The Company has not given to or received from any other Person, at any time since December 31October 1, 19991995, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned could give rise to or assumed by BuyerDamages in excess of $25,000. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material Material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller the Company has been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.21(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, ofof each written: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company other than sales of Products in the Ordinary Course of Business of an amount or value in excess of twenty-five thousand ($25,000) dollars100,000 annually; (iiiii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten $100,000 annually and which cannot be terminated on 30 days notice without penalty; ($10,000iii) dollarsApplicable Contract with a wholesale distributor of magazines in the United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of magazines; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year100,000 annually); (v) each Seller collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or limit the freedom of Seller the Company to engage in any line of business or to compete with any Person; (viii) each Seller Applicable Contract providing for payments in excess of $100,000 annually to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures; (xiixi) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty guaranty, and/or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xivxii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter. (b) Except as set forth in Part 3.20(b)Schedule 3.21(b) of the Disclosure Letter or as contemplated by the Transaction Documents: (i) No Applicable Contract that relates to the business of, no member or any of the assets owned or used by, the Company (A) provides Seller has (or may any Related Person of Seller) with any rights, or the ability to acquire any rights rights, thereunder under, and no member or (B) subjects Seller (or any Related Person of Seller has or may become subject Seller) to any obligation or liability underthereunder; and (ii) No officer or director of the Company, and to Seller's Knowledge, no agent, employee, consultant, or contractor of the Company, is bound by any Contract that relates purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the Business or any business of the AssetsCompany, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (iSchedule 3.21(c) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actualDisclosure Letter, bona fidesince January 27, outstanding orders of 2006, the Business that have Company has not been cancelled on received from any Person, any written notice or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) written communication or, to the Knowledge of Seller, no Seller Contract identified any oral notice or required communication that any Current Customer of the Company as of January 27, 2006 has determined to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer cease doing business with the AssetsCompany or materially reduce the volume of Products purchased from the Company. (d) Except as set forth in Part 3.20(d): (iSchedule 3.21(d) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other PersonDisclosure Letter, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There there are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate renegotiate, any material amounts paid or payable to Seller the Company under current or completed Seller any Material Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation, other than in connection with a dispute or the expiration or renewal of such a Contract. (fe) Each Seller Contract The Material Applicable Contracts relating to the sale, design, manufacture or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementBusiness. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has NorthStar and NorthStar Bank have delivered or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists each Applicable Contract (other than loans) that involves performance of Seller, listing all Seller Contracts that are orders from Business customers on backlog (services or delivery of goods or materials by customer name, order number, order date, model, selling price, cost, and gross profit) as one or more Acquired Companies of the date hereof, updated as an amount or value in excess of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule$50,000; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by to one or to Seller more Acquired Companies of an amount or value in excess of twenty-five thousand ($25,000) dollars50,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies in excess of ten ($10,000) dollars; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of a group any of employees relating to wages, hours and other conditions of employmentthe Intellectual Property Assets; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of any Acquired Company or any entity that is a Related Person of an Acquired Company or limit the freedom of Seller any Acquired Company or any entity that is a Related Person of an Acquired Company to engage in any line of business or to compete with any Person; (viii) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars50,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; and (xivxiii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Applicable Contracts, including the parties to the Applicable Contracts, the amount of the remaining commitment of the Acquired Companies under the Applicable Contracts, and the Acquired Companies’ office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 3.20(b)3.17(b) of the Disclosure Letter: (i) no director, no member officer or 5% shareholder of Seller an Acquired Company has or may acquire any rights under, and no member of Seller Acquired Company has or may become subject to any obligation or liability under, any Applicable Contract that relates to the Business business of, or any of the Assetsassets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any contract or other arrangement that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Letter, each Seller Applicable Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter: (i) Seller each Acquired Company is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of each Seller Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Applicable Contract (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) under which is being assigned to Buyer an Acquired Company has or had any rights is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Applicable Contract that is being assigned to (other than loans made by NorthStar Bank or assumed deposits accepted by Buyer;NorthStar Bank); and (iv) to the Knowledge of Seller, no event Acquired Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Applicable Contract which is being assigned to (other than loans made by NorthStar Bank or assumed deposits accepted by BuyerNorthStar Bank). (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller any Acquired Company under current or completed Seller Applicable Contracts (other than loans made by NorthStar Bank or deposits accepted by NorthStar Bank) with any Person having the contractual or statutory right to demand or require such renegotiation and and, no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Applicable Contracts relating to the sale, design, manufacture or provision of products or services by Seller has the Acquired Companies have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. A. Schedule 3.17(a) of the Company Disclosure Schedule contains a complete and accurate list (a) Part 3.20(a) contains an accurate and complete listother than Customer License Agreements which are disclosed in Section 3.22.), and Seller the Company has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate Merger Sub and Parent true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Each Contract that involves performance of services or delivery of goods or materials by the Company or to Seller the Subsidiary of an amount or value in excess of twentyTwenty-five thousand Five Thousand and No/100 Dollars ($25,00025,000.00); (ii) dollarsEach Contract that involves performance of services or delivery of goods or materials to the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00); (iii) Except for customer Contracts and inventory and equipment purchase orders incurred in the Ordinary Course of Business, each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company or the Subsidiary in excess of ten Twenty-Five Thousand and No/100 Dollars ($10,000) dollars25,000.00); (iv) each Seller Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twentyTwenty-five thousand Five Thousand and No/100 Dollars ($25,00025,000.00) dollars and with a term terms of less than one (1) year)) of the Company or the Subsidiary; (v) each Seller Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentthe Company or the Subsidiary; (vi) each Seller Each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company or the Subsidiary with any other Person; (vii) each Seller Each Contract containing covenants that in any way purport to restrict Business the business activity of the Company or the Subsidiary or limit the freedom of Seller the Company or the Subsidiary to engage in any line of business or to compete with any Person; (viii) each Seller Each Contract (relating to the Company or the Subsidiary) providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each Each power of attorney of Seller relating to the Company or the Subsidiary that is currently effective and outstanding; (x) each Seller Each Contract entered into other than in relating to the Ordinary Course of Business that contains Company or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract the Subsidiary for capital expenditures in excess of twenty thousand Twenty-Five Thousand and No/100 Dollars ($20,000) dollars25,000.00); (xiixi) each Seller Contract not denominated in U.S. dollars; (xiii) each Each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company or the Subsidiary other than in the Ordinary Course of Business; and (xivxii) each Each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) B. Except as set forth in Part 3.20(b)Schedule 3.17(b) of the Company Disclosure Schedule, to the Knowledge of the Company, no member officer, director, or employee of Seller has the Company or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, the Subsidiary is bound by any Contract that relates purports to limit the ability of such officer, director or employee to (i) engage in or continue any conduct, activity, or practice relating to the Business business of the Company or any Subsidiary, as currently conducted or (ii) assign to the Company or any Subsidiary any rights to any invention, improvement, or discovery relating to the business of the AssetsCompany or any Subsidiary. (c) C. Except as set forth in Part 3.20(c): (iSchedule 3.17(c) of the Company Disclosure Schedule, each Seller Contract identified or required to be identified in Part 3.20 (aSchedule 3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Company Disclosure Schedule is in full force and effect and is valid and enforceable effect, except as to matters or default which in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have aggregate would not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Company Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the AssetsEffect. (d) D. Except as set forth in Part 3.20(d):Schedule 3.17(d) of the Company Disclosure Schedule: (i) Seller is, The Company and at all times since December 31, 1999, has been, each Subsidiary is in full compliance with all applicable material terms and requirements of each Seller Contract under which Company or such Subsidiary has or had any obligation or liability or by which Company or such Subsidiary or any of the assets owned or used by Company or such Subsidiary is being assumed by Buyer or was bound, except where any noncompliance the failure to comply with such terms and requirements would not have a Company Material Adverse Effect; (ii) to To the Knowledge of Sellerthe Company, each other Person that has or had any obligation or liability under any Seller Contract under which the Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in full compliance with all applicable material terms and requirements of such Contract; (iii) to To the Knowledge of Sellerthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to material Contract, except for events or assumed by Buyer;circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iv) to Neither the Knowledge of Seller, no event Company nor any Subsidiary has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December March 31, 1999, any written notice regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by Buyermaterial Contract. (e) E. There are no renegotiations of, of or attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company or any Subsidiary under current or completed Seller Contracts with any Person having and the contractual or statutory right to demand or require such renegotiation and no such Person Company has made not received any written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) The Disclosure Letter contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, list of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more Company of an amount or value in excess of twenty-five thousand $250,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Company of an amount or value in excess of $25,000) dollars250,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Company in excess of ten ($10,000) dollars250,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 250,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of a group any of employees relating to wages, hours and other conditions of employmentthe Intellectual Property Assets; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viii) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars250,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xivxiii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), the Disclosure Letter: (i) Seller (and no member Related Person of Seller Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):the Disclosure Letter: (i) Seller the Company is, and at all times since December 31January 1, 1999, 1994 has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31January 1, 1999, 1994 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31January 1, 19991994, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Seller and the Company, no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. 3.18. INSURANCE. [RESERVED. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.]

Contracts; No Defaults. (a) Part 3.20(a3.14(a) of the Disclosure Statement contains an a complete and accurate and complete list, and Seller has delivered Sellers have, in the case of written Contracts, made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate Buyers true, correct and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more of the Cinemex Companies of an amount or value in excess of twenty-five thousand $5’000,000 pesos (excluding Contracts that are terminable at any time by giving not more than 30 days prior written notice by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $25,000) dollars5’000,000 pesos); (iiiii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or other liabilities and/or receipts of Seller one or more of the Cinemex Companies in excess of ten $5’000,000 pesos (excluding Contracts that are terminable at any time by giving not more than 30 days prior written notice by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $10,0005’000,000 pesos); (iii) dollarseach loan agreement, promissory note, letter of credit or other Applicable Contract evidencing Funded Indebtedness or any guarantee or similar obligation of any Cinemex Company with respect to Funded Indebtedness or any other similar payment obligation of any Person (other than any Cinemex Company); (iv) each Seller lease, rental or occupancy agreement, license, and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold interest as lessee or other similar interest in in, any real or personal property (except any personal property leases and installment and conditional sales agreements lease having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5’000,000 pesos and with a term of less than one (1) year); (v) each Seller Contract with any labor union licensing agreement or other employee representative Applicable Contract involving payment or receipt of more than $5’000,000 pesos with respect to patents, trademarks, copyrights, or other intellectual property, other than (x) any licensing agreements or other Applicable Contracts entered into by any Cinemex Company in the Ordinary Course of Business that primarily relate to the exhibition by such Cinemex Company of a group of employees relating to wages, hours and particular motion picture or (y) “shrink-wrap” or other conditions of employmentsoftware licenses generally available from commercial vendors or retailers which do not require ongoing royalty payments; (vi) each Seller collective bargaining agreement with any labor union; (vii) each joint venture and other similar Applicable Contract (however named) involving a sharing of profits, profits or losses, costs or liabilities by Seller any Cinemex Company with any other Person; (vii) each Seller Contract containing covenants that , excluding Contracts entered into in any way purport to restrict the Ordinary Course of Business activity or limit the freedom of Seller to engage in any line of business or to compete with any Personby a Cinemex Company; (viii) each Seller Applicable Contract containing covenants that purport to restrict the business activity of or engagement in any business activities by any Cinemex Company or any of its affiliates; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power , excluding Contracts entered into in the Ordinary Course of attorney of Seller that is currently effective and outstandingBusiness by a Cinemex Company; (x) each Seller Applicable Contract entered into other than under which a Cinemex Company is committed as of the date of this Agreement, for individual Capital Expenditures in the Ordinary Course excess of Business that contains $5’000,000 pesos or provides for an express undertaking by Seller to be responsible for consequential damagesaggregate Capital Expenditures in excess of $10’000,000 pesos; (xi) each Seller consulting or other similar Applicable Contract for capital expenditures with consultants of any Cinemex Company remaining in excess effect after the Closing Date and which are not terminable at the will of twenty thousand ($20,000) dollars;the applicable Cinemex Company without cost or liability to any Cinemex Company; and (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or all other similar undertaking with respect Applicable Contracts that are material to contractual performance extended by Seller other than in the business of the Cinemex Companies and that are outside the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any 3.14(b) of the Assets. (c) Except as set forth in Part 3.20(c):Disclosure Statement: (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller Cinemex Company is, and at all times since December 31January 1, 1999, 2006 has been, in compliance in all material respects with all applicable material terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effectidentified on Part 3.14(a) of the Disclosure Statement; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes would reasonably be expected to contravene, conflict with, or result in a Breach violation or breach of, or give Seller (x) any Person other than a Cinemex Company or other Person (y) to Sellers’ Knowledge, any Cinemex Company the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; (ividentified on Part 3.14(a) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the AssetsDisclosure Statement; and (viii) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There there are no pending renegotiations of, current attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material terms and conditions or amounts greater than $5’000,000 pesos paid or payable to Seller any Cinemex Company under current or completed Seller any of the Contracts identified on Part 3.14(a) of the Disclosure Statement with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (fc) Each Seller Contract relating The Sellers have made available to Buyer true, correct and complete copies of all written Applicable Contracts referred to in Section 3.14(a) and the sale▇▇▇▇▇▇ Separation Agreement together, designin each case, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business with all amendments, modifications and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementsupplements thereto. (gd) No penalty Symphony is not a party to or premium will be imposed upon Buyer is bound by any contract, agreement, instrument or other document except for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at ClosingSymphony’s Organizational Documents.

Contracts; No Defaults. (a) Part 3.20(a4.16(a) of the Parent Disclosure Schedule contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists each Contract that involves performance of Sellerservices or delivery of goods, listing services or materials (in any 12-month period) by one or more Acquired Companies of an amount or value in excess of US $50,000; provided, however, with respect to all Seller Contracts that are orders from Business customers on backlog (by customer nameand channel supply Contracts, order number, order date, model, selling price, cost, each such Contract shall be listed and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached provided without regard to the Disclosure Schedulevalue thereof; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by to one or to Seller more Acquired Companies of an amount or value in excess of twenty-five thousand (US $25,000) dollars50,000; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies in excess of ten (US $10,000) dollars50,000; (iv) each Seller lease agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except for the following: (1) personal property leases and installment and conditional sales agreements having a value for the remaining term per item or aggregate payments of less than twentyUS $50,000, (2) Intellectual Property Assets disclosed in Part 4.20 of Parent Disclosure Schedule and (3) commonly available Software programs, such as retail shrink-five thousand ($25,000) dollars wrap and with a term of less than one yearretail off the shelf Software);. (v) each Seller licensing agreement or other Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees (other than their employment contracts), consultants, or contractors regarding the appropriation or the nondisclosure of a group any of employees relating to wagesthe Intellectual Property Assets (except for the following: (1) Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule and (2) commonly available software programs, hours such as retail shrink-wrap and other conditions of employmentretail off the shelf Software); (vi) each Seller Contract (however named) joint venture, partnership, and any other Contracts involving a sharing of profits, losses, costs or liabilities Liabilities by Seller any Acquired Company, with any other Person; (vii) each Seller Contract containing covenants that in any way purport to restrict Business the business activity of any Acquired Company or limit the freedom of Seller any Acquired Company to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments commissions to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand (US $20,000) dollars50,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiix) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance (other than with respect to Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule) extended by Seller any Acquired Company other than in the Ordinary Course of Business; and; (xivxi) each Contract with any Related Person of any Acquired Company that relates to the business of, or any of the assets owned or used by, any Acquired Company; (xii) each written amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any 4.16(b) of the AssetsParent Disclosure Schedule, each Contract identified or required to be identified in Part 4.16(a) of the Parent Disclosure Schedule is in full force and effect. (c) Except as set forth in Part 3.20(c): (i4.16(c) of the Parent Disclosure Schedule, with respect to each Seller Contract identified or required to be identified in Part 3.20 (a4.16(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d):Disclosure Schedule: (i) Seller each Acquired Company is, and at all times anytime since December 31, 1999, 1999 has been, in compliance with all applicable terms and requirements of each Seller such Contract under which such Acquired Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effectparty to; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of SellerParent’s Knowledge, no event has occurred or circumstance circumstances exists that (with or without notice or the lapse of timetime (including, without limitation, after giving effect to the Contemplated Transactions)) constitutes will result in a violation or Breach of, or give Seller any Acquired Company, or any other Person party to such Contracts, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, modify any Seller Contract that is being assigned to or assumed by Buyer; such Contracts (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (other than Contracts which are terminable without cause in accordance with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assetstheir terms); and (viii) Seller no Acquired Company has not given to to, or received from any other Person, at any time anytime since December 31, 1999, any written notice regarding any actual, alleged, possible possible, or potential violation or Breach of, or default under, any Contract which is being assigned such Contract. (d) There are no existing renegotiations with respect to customer Contracts with respect to amounts paid or assumed by Buyerpayable to any Acquired Company in excess of US $100,000. (e) There To Parent’s Knowledge, all Contracts which any Acquired Company is a party to are no renegotiations ofin writing and all and any amendments, attempts settlements and modifications to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has have been made written demand for such renegotiationin writing. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has the Sellers have delivered to the Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Sellereach Applicable Contract, listing all Seller Contracts that are orders from Business customers on backlog (by customer nameif any, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by VetMall, LLC or to Seller one or more Acquired Companies of an amount or value in excess of twenty-five thousand $5,000; (ii) each Applicable Contract, if any, that involves performance of services or delivery of goods or materials to VetMall, LLC or one or more Acquired Companies of an amount or value in excess of $25,000) dollars5,000; (iii) each Seller Contract Applicable Contract, if any, that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller VetMall, LLC or one or more Acquired Companies in excess of ten ($10,000) dollars5,000; (iv) each Seller Contract lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract, if any, affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5,000 and with a term terms of less than one year); (v) each Seller Contract licensing agreement or other Applicable Contract, if any, with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract, if any, to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) ), if any, involving a sharing of profits, losses, costs costs, or liabilities by Seller VetMall, LLC or any Acquired Company with any other Person; (viiviii) each Seller Contract Applicable Contract, if any, containing covenants that in any way purport to restrict Business the business activity of VetMall, LLC or any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of Seller any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Contract Applicable Contract, if any, providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller attorney, if any, that is currently effective and outstanding; (xxi) each Seller Contract Applicable Contract, if any, entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for consequential damages; (xixii) each Seller Contract Applicable Contract, if any, for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars5,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking undertaking, if any, with respect to contractual performance extended by Seller VetMall, LLC or any Acquired Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (a) of the Disclosure Letter sets forth the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Letter or as contemplated by the Contemplated Transactions: (i) no member Seller (and no Related Person of Seller any Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, any Acquired Company; and (ii) to the Knowledge of the Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of VetMall, LLC or any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws of general application affecting the Backlog List is a complete rights of creditors and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) applicable laws and regulations and principles of equity which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without may restrict the consent enforcement of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller certain remedies or the Business to be conducted by Buyer with the Assetsavailability of certain equitable remedies. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter: (i) Seller each Acquired Company is, and at all times since December 31, 1999, its formation has been, in full compliance with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is being assumed by Buyer or was bound, except where any noncompliance such failure to comply would not have a Material Adverse Effectmaterial adverse effect on it; (ii) to the Knowledge of Sellerthe Sellers, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer an Acquired Company has or had any rights is, and at all times since December 31, 1999, its formation has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Sellerthe Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event Acquired Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999its formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential material violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller VetMall, LLC or any Acquired Company under current or completed Seller Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of the Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has VetMall, LLC or the Acquired Companies have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.17(a) contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of twenty-five thousand $100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of $25,000) dollars100,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies or otherwise in connection with the Business in excess of ten ($10,000) dollars25,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees which are still in effect, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets other than those agreements with employees entered into in the normal course of business; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any material way purport to restrict the business activity of the Business activity or any Acquired Company or any Related Person of an Acquired Company or limit the freedom of Seller the Business or any Acquired Company or any Related Person of an Acquired Company in any material way to engage in any of its line of business or to compete with any PersonPerson in its lines of business; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstandingoutstanding which could effect in a material way the Business or the Acquired Companies; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for indirect, consequential or punitive damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars25,000; (xiii) each written warranty, guaranty and/or and other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; and (xiv) each material amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.17(a) sets forth sufficient details concerning such Contracts to identify the Contracts, and the Acquired Companies’ office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), no member Schedule 3.17(b): (i) Neither Seller nor any Related Person of Seller has or may acquire any rights under, and no member of Seller has or may not become subject to any obligation or liability under, any material Contract that relates to the Business business of, or any of the Assetsmaterial assets owned or used by, any Acquired Company; and (ii) To Seller’s Knowledge, no officer or employee of any Acquired Company is bound by any Contract that purports to limit the ability of such officer or employee to (A) engage in or continue any conduct, activity or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company any material rights to any invention, improvement or discovery made in the course of said officer’s or employee’s employment. (c) Except as set forth in Part 3.20(c): (i) Schedule 3.17(c), each Seller Contract identified or required to be identified in Part 3.20 (aSchedule 3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of in all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsmaterial respects. (d) Except as set forth in Part 3.20(d):Schedule 3.17(d) (i) Seller to Seller’s Knowledge, each Acquired Company is, and at all times since December 31, 1999, has been, in compliance in all material respects with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company or otherwise in connection with the Business is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller’s Knowledge, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer an Acquired Company has or had any rights is, and at all times since December 31, 1999, has been, in compliance in all material respects with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with or result in a Breach material violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event neither Seller nor any Acquired Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or alleged potential material violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate of any material amounts paid or payable to Seller or any Acquired Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Acquired Companies or otherwise in connection with the Business have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller any Acquired Company of an amount or value in excess of twenty-five thousand $15,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $25,000) dollars15,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller any Acquired Company in excess of ten ($10,000) dollars15,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 15,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of any Acquired Company or any Affiliate of any Acquired Company or limit the freedom of Seller any Acquired Company or any Affiliate of any Acquired Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goodsgoods and sales commission arrangements for employees; (ixx) each power of attorney of Seller granted by any Acquired Company that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.or

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Shareholders Disclosure Letter contains an a complete and accurate and complete list, and Seller has the Majority Shareholders have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $75,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars75,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars75,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 75,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars75,000; (xiii) each written warranty, guaranty and/or and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Shareholders Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Shareholders Disclosure Letter: (i) no member Seller (and no Related Person of Seller any Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) to the Knowledge of the Company or either Majority Shareholder and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Shareholders Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Shareholders Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Shareholders Disclosure Letter: (i) Seller the Company is, and at all times since December 31July 1, 19991996, has been, in full compliance with all applicable terms and requirements of each Seller material Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Sellerthe Company or either Majority Shareholder, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31July 1, 19991996, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31July 1, 19991996, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000) dollars10,000; (iiiii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars5,000; (iviii) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one yearyear or less); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the Intellectual Property Assets; (v) each Seller collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or limit the freedom of Seller the Company to engage in any line of business or to compete with any Person; (viii) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xix) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars10,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiixi) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xivxii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.3.17

Contracts; No Defaults. (a) Part 3.20(aSCHEDULE 3.16(a) contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by the Company; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000) dollars5,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves or could involve expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars5,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of a group any of employees relating to wages, hours and other conditions of employmentthe Intellectual Property Assets; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or limit the freedom of Seller the Company to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding;; 14 (xix) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business5,000; and (xivx) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), SCHEDULE 3.16(b): (i) no member of Seller (or any person related to Seller) has or may acquire any rights under, and no member of neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) SCHEDULE 3.16(c), each Seller Contract identified or required to be identified in Part 3.20SCHEDULE 3.16 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(dSCHEDULE 3.16(d): (i) Seller the Company is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31, 1999time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(ass.3.18(a) of the Sellers' Disclosure Schedule contains an a complete and accurate and complete list, if any, and Seller has the Sellers have delivered to the Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, if any, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $10,000.00 (excluding the rental of Rental Equipment in the Ordinary Course of Business); (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars5,000.00; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars5,000.00; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5,000.00 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller attorney, if any, that is currently effective and outstanding; (xxi) each Seller Contract Applicable Contract, if any, entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars5,000.00; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) Schedule 5.15 contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached the Sellers have made available to the Disclosure Schedule as required herein) accurate Purchaser true and complete copies, of: (i) backlog lists each written Applicable Contract that involves performance of Seller, listing all Seller Contracts that are orders from Business customers on backlog (services or delivery of goods by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure ScheduleSubject Company for a fixed price or a fixed deliverable; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller written Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller of an amount or value the Subject Company for a fixed price in excess of twenty-five thousand ($25,000) dollars; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of the Subject Company, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $10,000, or receipts of Seller the Subject Company, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of ten ($10,000) dollars20,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract of the Subject Company affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and 10,000 or with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract of the Subject Company with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract of the Subject Company to or with any labor union or other employee representative of a group of employees relating to wages, hours and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants; (vivii) each Seller joint venture, partnership and other Applicable Contract of the Subject Company (however named) involving a sharing of profits, losses, costs or liabilities by Seller the Subject Company with any other Person; (viiviii) each Seller Applicable Contract of the Subject Company containing covenants that in any way purport to restrict Business the business activity of the Subject Company or any Affiliate of the Subject Company or limit the freedom of Seller the Subject Company or any Affiliate of the Subject Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract of the Subject Company providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goodsgoods and compensation arrangements with employees; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Subject Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract of the Subject Company for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars10,000; (xiii) each Applicable Contract which, to the Knowledge of the Sellers, will result in a material loss to the Subject Company; (xiv) each Applicable Contract between the Subject Company and its former or current stockholders, directors, officers and employees (other than standard employment agreements previously furnished to or approved by the Purchaser); (xv) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Subject Company other than in the Ordinary Course of Business; and (xivxvi) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.15 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Subject Company under the Contracts, and the place where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b)Schedule 5.15, to the Knowledge of the Sellers, no member officer, director, agent, employee, consultant or contractor of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, the Subject Company is bound by any Contract that relates purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity or practice relating to the Business or any business of the AssetsSubject Company or (B) assign to the Subject Company or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth in Part 3.20(c): (i) Schedule 5.15, to the Knowledge of the Sellers, each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement Schedule 5.15 is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):Schedule 5.15: (i) Seller is, and at all times since December 31, 1999, has been, the Subject Company is in compliance with all applicable material terms and requirements of each Seller material Contract under which the Subject Company has any obligation or Liability or by which the Subject Company or any of the assets owned or used by the Subject Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effectbound; (ii) to the Knowledge of Sellerthe Sellers, each other Person that has or had any obligation or liability Liability under any Seller material Contract under which the Subject Company has any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable material terms and requirements of such Contract; (iii) to the Knowledge of Sellerthe Sellers, no event has occurred or circumstance exists that (with a reasonably prudent person would conclude may contravene, conflict with, or without notice result in a violation or lapse of time) constitutes a Breach breach of, or give Seller the Subject Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Subject Company has not given to or received from any other Person, at any time since December 31January 1, 19991996, any written or, to the Knowledge of the Sellers, other notice or other communication regarding any actual, alleged, possible or potential material violation or Breach material breach of, or material default under, any Contract which is being assigned to or assumed by BuyerApplicable Contract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Subject Company under current or completed Seller Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Applicable Contracts relating to the sale, design, manufacture or provision of products or services by Seller has the Subject Company have been entered into in the Ordinary Course of Business and has and, to the Knowledge of the Sellers, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.16(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has delivered Stockholders have made available to Buyer true and complete copies (or attached to written summaries in the Disclosure Schedule as required herein) accurate and complete copiescase of oral arrangements), of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller of the Company for an amount or having a value in excess of twenty-five thousand $20,000; (ii) each Applicable Contract that involves performance of services for, or delivery of goods or materials to the Company for an amount or having a value in excess of $25,000) dollars20,000; (iii) each Seller Applicable Contract that was not entered into in the Company's Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars5,000; (iv) each Seller Contract lease, rental or occupancy agreement, license, installment and conditional sale agreement affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5,000 and with a term terms of less than one year); (v) each Seller licensing agreement, sales agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than licensing agreements normally accompanying non-material software programs such as WordPerfect(TM) and Quicken(TM)); (vi) each currently effective Applicable Contract with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (vii) each collective bargaining Applicable Contract and each other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viviii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiix) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or, to the Actual Knowledge of Stockholders, any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixxi) each power of attorney of Seller that is currently effective and outstanding; (xxii) each Seller Applicable Contract entered into other than in the Company's Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for special, consequential damagesor indirect damages which may exceed $5,000; (xixiii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiiixiv) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Company's Ordinary Course of Business; and (xivxv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (a) of the Disclosure Letter sets forth the subject matter of such Contracts, the parties to such Contracts, and (if ascertainable) the amount of the remaining commitment of the Company under such Contracts. (b) Except as set forth in Part 3.20(b)3.16(b) of the Disclosure Letter: COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (i) no member Stockholder (and no Related Person of Seller any Stockholder) has or may acquire any rights under, and no member of Seller Stockholder has or may become subject to any obligation or liability under, any Applicable Contract; and (ii) to the Actual Knowledge of Stockholders, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that relates purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) compete with the Company or otherwise engage in or continue any conduct, activity, or practice directly relating to such Person's involvement with the business of the Company, or (B) assign to the Business Company or to any of the Assetsother Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.16(c) of the Disclosure Letter, each Seller Contract identified or or, to the Actual Knowledge of Stockholders, required to be identified in Part 3.20 (a3.16(a) and which is to be assigned to or assumed by Buyer under this Agreement 3.16(b) of the Disclosure Letter is in full force and effect and and, to the Actual Knowledge of Stockholders, there is no basis for believing that each such Contract is not valid and enforceable in all material respects in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is it being assigned to or assumed acknowledged by Buyer is assignable by Seller to Buyer without that any relief seeking specific performance or other equitable remedy may be within the consent discretion of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer court having jurisdiction with the Assetsrespect thereto). (d) Except as set forth in Part 3.20(d):3.16(d) of the Disclosure Letter: (i) Seller the Company is, and at all times since December 31October 1, 19991995, has been, in compliance in all material respects with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) identified or, to the Actual Knowledge of SellerStockholders, each other Person that has required to be identified in Part 3.16(a) or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.3.16

Contracts; No Defaults. 37 39 (a) Part 3.20(a) Schedule 5.16 contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached the Sellers have made available to the Disclosure Schedule as required herein) accurate Purchaser true and complete copies, of: (i) backlog lists each written Applicable Contract that involves performance of Seller, listing all Seller Contracts that are orders from Business customers on backlog (services or delivery of goods by customer name, order number, order date, model, selling price, cost, and gross profit) as any of the date hereofSubject Companies of an amount or value, updated as individually or, for a series of related Applicable Contracts, in the Closing Date ("Backlog List(s)")aggregate, which has been separately attached to the Disclosure Schedulein excess of $10,000; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller any of the Subject Companies of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of twenty-five thousand ($25,000) dollars20,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of any of the Subject Companies, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $10,000, or receipts of Seller any of the Subject Companies, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of ten ($10,000) dollars20,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract of any of the Subject Companies affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract of any of the Subject Companies with respect to patents, trademarks, copyrights or other intellectual property, except agreements with current or former employees, regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract of any of the Subject Companies to or with any labor union or other employee representative of a group of employees relating to wages, hours and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants; (vivii) each Seller joint venture, partnership and other Applicable Contract of any of the Subject Companies (however named) involving a sharing of profits, losses, costs or liabilities by Seller any of the Subject Companies with any other Person; (viiviii) each Seller Applicable Contract of any of the Subject Companies containing covenants that in any way purport to restrict Business the business activity of any of the Subject Companies or any Affiliate of any of the Subject Companies or limit the 38 40 freedom of Seller any of the Subject Companies or any Affiliate of any of the Subject Companies to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract of any of the Subject Companies providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any of the Subject Companies to be responsible for consequential damages; (xixii) each Seller Applicable Contract of any of the Subject Companies for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars10,000; (xiii) each Applicable Contract which, to the Knowledge of the Sellers, will result in a material loss to the Subject Companies; (xiv) each Applicable Contract between a Subject Company and its former or current stockholders, directors, officers and employees (other than standard employment agreements previously furnished to or approved by the Purchaser); (xv) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller any of the Subject Companies other than in the Ordinary Course of Business; and (xivxvi) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set . Schedule 5.16 sets forth in Part 3.20(b)reasonably complete details concerning such Contracts, no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates including the parties to the Business or Contracts, the amount of the remaining commitment of any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer Subject Companies under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms the Contracts, and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except place where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract details relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementContracts are located. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $10,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars10,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars; (iv) each Seller lease, rental or occupancy Contract, license, installment and conditional sale Contract, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 5,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars10,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; (xiv) any Contract to purchase or otherwise acquire or sell or otherwise dispose of any interest in real property pertaining to the Company; (xv) any stock purchase agreements, asset purchase agreements and other acquisition or divestiture agreements relating to the acquisition, lease or disposition by the Company of any of the assets of the Company, in each case (A) which was entered into by the Company after December 31, 2003, or (B) under which any Seller has any ongoing indemnification or other material obligations; (xvi) any Contract relating to the location of employees or minimum number of employees to be employed with respect to the Company; (xvii) any loan agreement, note, mortgage, indenture, security agreement, or guarantee of the obligations of a third Person which relates to the Company; (xviii) any settlement agreement to which the Company is a party and which was entered into on or after December 31, 2003; (xix) any agreements that are material to the Company; and (xivxx) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company’s office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Letter: (i) no member Seller (and no Related Person of Seller any Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability Liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter: (i) Seller the Company is, and at all times since December 31, 1999, 2003 has been, in compliance with all applicable material terms and requirements of each Seller Contract under which the Company has or had any Liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability Liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31, 1999, 2003 has been, in compliance with all applicable material terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31, 1999, 2005 any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) contains an accurate and complete list, and Seller No Biomune Affiliated Company has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, ofany Applicable Contract: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by one or to Seller more Biomune Affiliated Companies of an amount or value in excess of twenty-five thousand ($25,000; (ii) dollarsthat involves performance of services or delivery of goods or materials to one or more Biomune Affiliated Companies of an amount or value in excess of $25,000; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Biomune Affiliated Companies in excess of ten ($10,000) dollars; (iv) each Seller Contract affecting that affects the Biomune Affiliated Company's ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller that evidences a licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Rights; (vi) that evidences a collective bargaining agreement or other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller that evidences a joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Biomune Affiliated Company with any other Person; (viiviii) each Seller Contract containing that contains covenants that in any way purport to restrict Business the business activity of any Biomune Affiliated Company or any affiliate of an Biomune Affiliated Company or limit the freedom of Seller any Biomune Affiliated Company or any affiliate of an Biomune Affiliated Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Contract providing that provides for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each that evidences a power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Contract that was entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Biomune Affiliated Company to be responsible for consequential damages; (xixii) each Seller Contract for that requires capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars10,000; (xiii) each that evidences a written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller any Biomune Affiliated Company other than in the Ordinary Course of Business; and (xiv) each that evidences an amendment, supplement and or modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b)To the Knowledge of the Biomune Affiliated Companies, no member officer, director, agent, employee, consultant, or contractor of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, Biomune Affiliated Company is bound by any Contract that relates purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the Business business of any Acquired Company, or (B) assign to any of the AssetsBiomune Affiliated Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) each Seller Each Contract identified or required to be identified in Part 3.20 (a2.35(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):the Schedules to this Agreement: (i) Seller each Biomune Affiliated Company is, and at all times time since December 31January 1, 1999, 1997 has been, in full compliance with all applicable terms and requirements of each Seller Contract under which such Biomune Affiliated Company has or had any obligation or Liability or by which such Biomune Affiliated Company or any of the assets owned or used by such Biomune Affiliated Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability Liability under any Seller Contract under which is being assigned to Buyer an Biomune Affiliated Company has or had any rights is, and at all times since December 31January 1, 1999, 1997 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Sellerthe Biomune Affiliated Companies, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller any Biomune Affiliated Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event Biomune Affiliated Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31January 1, 19991997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller any Biomune Affiliated Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products the Biomune Products or services by Seller has the Biomune Affiliated Companies have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementLaw. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) 3.17 of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $15,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars15,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars15,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 20,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller the Company that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures expenditures, by the Company in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars15,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each written amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), the Disclosure Letter: (i) none of Sellers (and no member Related Person of Seller Sellers) has or may acquire any rights under, and no member of Seller nor has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or Representative of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or Representative to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement 3.17 of the Disclosure Letter is in full force and effect and is valid and substantially enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):the Disclosure Letter: (i) Seller the Company is, and at all times since December 31, 1999, has been, in compliance with all applicable material terms and requirements of each Seller Contract under which the Company has or had any material obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effectbound; (ii) to the Knowledge of SellerSellers, each other Person that has or had any obligation or liability under any Seller Contract under which the Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable material terms and requirements of such Contract; (iii) to the Knowledge of SellerSellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach material violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31, 19991995 any written notice or, any notice to the Knowledge of Sellers, other communication regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has and, to the Knowledge of Sellers, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000; (ii) dollarseach Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars25,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars25,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any 3.17(b) of the Assets. (c) Except as set forth in Part 3.20(c): (i) Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (dc) Except as set forth in Part 3.20(d):3.17(c) of the Disclosure Letter: (i) Seller the Company is, and at all times since December 31September 30, 1999, 1997 has been, in full compliance with all applicable material terms and requirements of each Seller Contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of SellerSellers' Knowledge, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31September 30, 1999, 1997 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31September 30, 19991997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (ed) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having that would have a material adverse effect on the contractual or statutory right business of the Company and, to demand or require such renegotiation the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $15,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars15,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars15,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 15,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goodsgoods and sales commission arrangements for employees; (ixx) each power of attorney of Seller granted by the Company that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.or

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.18(a) contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, copies (if in writing) of: (i) backlog lists of Sellereach contract, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract agreement or other arrangement that involves performance of services or delivery of goods or materials payment by or the Company to Seller any third party of an amount or value in excess of twenty-five thousand ($25,000) dollars25,000 during the calendar year ended December 31, 2003 or that is reasonably expected to involve payment by the Company to any third party of more than $25,000 during the calendar year ending December 31, 2004; (iiiii) each Seller Contract that was not entered into in the Ordinary Course of Business lease, rental or occupancy agreement, license, installment and that involves expenditures or receipts of Seller in excess of ten ($10,000) dollars; (iv) each Seller Contract conditional sale agreement, and other contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year)property; (viii) each Seller Contract licensing agreement or other contract with respect to Intellectual Property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of Intellectual Property rights; (iv) each collective bargaining agreement and other contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viv) each Seller Contract joint venture, partnership, and other contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company, with any other Person; (viivi) each Seller Contract contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or to limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiivii) each Seller Contract contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixviii) each power of attorney of Seller that is currently effective and outstanding; (xix) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract contract for capital expenditures in excess of twenty thousand ($20,000) dollars25,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiix) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course ordinary course of business; (xi) each non-competition agreement, non-solicitation agreement and confidentiality agreement that runs to the benefit of any of the Company or Seller with regard to the Business; and; (xii) each broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising agreement; (xiii) each contract relating to indebtedness; (xiv) each amendment, supplement contract with any Governmental Authority; (xv) each contract with an employee or consultant; (xvi) each contract between or among the Company and modification (whether oral or written) in respect of any Affiliate of the foregoingCompany; and (xvii) each contract, whether or not made in the ordinary course of the Business, which is material to the Company or the conduct of the Business, or the absence of which would have a Material Adverse Effect. (b) Except as set forth in Part 3.20(bSchedule 3.18(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract contract identified or required to be identified in Part 3.20 (aSchedule 3.18(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and (i) to Seller's Knowledge, is valid and enforceable in accordance with its terms by the Company and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified is valid and enforceable in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without accordance with its terms against the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the AssetsCompany. (dc) Except To Seller's Knowledge, except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of SellerSchedule 3.18(c), no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any contract identified in Schedule 3.18 (a). Except as set forth in Schedule 3.18(c), no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach ofterminate, or default under, modify any Contract which is being assigned to or assumed by Buyercontract identified in Schedule 3.18 (a). (ed) There are Except as set forth in Schedule 3.18(d), no renegotiations ofcustomer of the Company is entitled to or customarily receives discounts, attempts to renegotiate allowances, volume rebates or outstanding rights to renegotiate any material amounts paid similar reductions in price or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationtrade terms. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 4.14(a) contains an accurate and complete a list, and Seller Buyer has delivered or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete Seller copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached each Contract pertaining to the Disclosure Schedule; Encore Business (iian “Encore Contract”) to (other than open purchase or sales orders entered into in the extent not listed on Part 3.20 (aordinary course of business) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by or to Seller any Encore Entity of an amount or value in excess of twenty-five thousand $50,000; (ii) each Encore Contract (other than open purchase or sales orders entered into in the ordinary course of business) that involves performance of services or delivery of goods or materials to an applicable Encore Entity of an amount or value in U.S. excess of $25,000) dollars50,000; (iii) each Seller Encore Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of Seller any Encore Entity in excess of ten ($10,000) dollars50,000; (iv) each Seller Encore Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year50,000); (v) each Seller Encore Contract with any labor union union, works counsel, or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vi) each Seller Encore Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller any Encore Entity with any other Person; (vii) each Seller Encore Contract containing covenants that in any way purport to restrict any Encore Entity’s activity in any material respect with respect to the Encore Business activity or limit the freedom of Seller to engage any Encore Entity in any line of business or material respect to compete with any PersonPerson with respect to any aspect of the Encore Business; (viii) each Seller Encore Contract providing reasonably likely to provide for payments to or by any Person in excess of $50,000 based on sales, purchases or profits, other than direct payments for goodsgoods or payments of employee sales commissions; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Encore Contract for capital expenditures in excess of twenty thousand ($20,000) dollars50,000; (xiix) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than any standard form of purchase and sales orders generally used in the Ordinary Course of Encore Business; and (xivxi) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. The Contracts described in Sections 4.14(a)(i) - 4.14(a)(ix) and 4.14(a)(xi) shall be referred to collectively as the “Encore Material Contracts”. All written Encore Material Contracts have been made available to Buyer. (b) Except as set forth in Part 3.20(bon Schedule 4.14(b), no member to the Knowledge of Seller has or may acquire any rights underthe Buyer, each Encore Material Contract is valid and in full force and effect, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to is enforceable against the Business or any of the AssetsEncore Entity party thereto in accordance with its terms. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to To the Knowledge of Sellerthe Buyer, there are no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a oral Encore Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the AssetsContracts. (d) Except as set forth in Part 3.20(d): on Schedule 4.14(d): (i) Seller isnone of the Encore Entities has violated or breached, and at all times since December 31or committed any material default under, 1999any Encore Material Contract to which it is a party; and, to the Knowledge of the Buyer, no other Person has beenviolated or breached, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where or committed any noncompliance would not have a default under, any Encore Material Adverse Effect; Contract; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of SellerBuyer, no event has occurred occurred, and no circumstance or circumstance exists condition exists, that (with or without notice or lapse of time) constitutes will or would be reasonably likely to, (A) result in a Breach ofmaterial violation or breach of any of the provisions of any Encore Material Contract, or (B) give Seller or other any Person the right to declare receive or require a default material rebate, chargeback, penalty or exercise change in delivery schedule under any remedy underEncore Material Contract, or (C) give any Person the right to accelerate the maturity or performance of, of any Encore Material Contract or payment under, or (D) give any Person the right to cancel, terminate or modify, modify in any Seller Contract that is being assigned to or assumed by Buyer; material respect any Encore Material Contract; and (iviii) to the Knowledge of Seller, no event Encore Entity has occurred or circumstance exists under or by virtue of received any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any written notice regarding any actual, alleged, actual or possible or potential material violation or Breach breach of, or default under, any Contract Encore Material Contract, the subject of which is being assigned to notice has not been resolved as required thereby or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating otherwise to the sale, design, manufacture or provision satisfaction of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementparty sending such notice. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aAnnex 3.17(a) to this Schedule B contains an a complete and accurate and complete list, and Seller has delivered Cinemex has, in the case of written Contracts, made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate Investors true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more of the Cinemex Companies of an amount or value in excess of twenty-five thousand $1'000,000 pesos (excluding Contracts that are terminable by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $25,000) dollars1'000,000 pesos); (iiiii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or other liabilities and/or receipts of Seller one or more of the Cinemex Companies in excess of ten $1'000,000 pesos (excluding Contracts that are terminable by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $10,0001'000,000 pesos); (iii) dollarseach loan agreement, promissory note, bond, letter of credit or other Applicable Contract evidencing Cinemex Indebtedness or any guarantee or similar obligation of any Cinemex Company with respect to indebtedness for borrowed money or any other similar payment obligation of any Person (other than any Cinemex Company); (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other similar interest in in, any real or personal property (except any personal property leases and installment and conditional sales agreements lease having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 1'000,000 pesos and with a term of less than one (1) year); (v) each Seller material licensing agreement or other material Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any intellectual property other than (x) any licensing agreements or other Applicable Contracts entered into by any Cinemex Company in the Ordinary Course of Business which primarily relate to the exhibition by such Cinemex Company of a particular motion picture or (y) "shrink-wrap" or other software licenses generally available from commercial venders or retailers which do not require ongoing royalty payments; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other similar Applicable Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller any Cinemex Company with any other Person, excluding Contracts entered into in the Ordinary Course of Business by a Cinemex Company; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of any Cinemex Company or any affiliate of any Cinemex Company or limit the freedom of Seller any Cinemex Company or any affiliate of any Cinemex Company to engage in any line of business or to compete with any PersonPerson or in any territory; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract , excluding Contracts entered into other than in the Ordinary Course of Business by a Cinemex Company; (x) other than those held by Messrs. Davila, Fastlicht and Heyman, each power of attorney for (A) ▇▇▇▇ of ownership, (B) acts of management or (C) to subscribe or execute negotiable instruments, in each case, that contains or provides for an express undertaking by Seller is currently effective and outstanding and which will not be terminated prior to be responsible for consequential damagesthe Effective Time; (xi) each Seller Applicable Contract under which a Cinemex Company is committed for individual capital expenditures in excess of twenty thousand ($20,000) dollars2'500,000 pesos or aggregate capital expenditures in excess of $10'000,000 pesos; (xii) each Seller employment, consulting or other similar Applicable Contract with employees or consultants of any Cinemex Company remaining in effect after the Effective Date and which are not denominated in U.S. dollars;terminable at the will of the applicable Cinemex Company without cost or liability to any Cinemex Company; and (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b)Annex 3.17(b) to this Schedule B to the Knowledge of Cinemex no officer, no member director, agent, key employee, consultant or contractor of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, Cinemex Company is bound by any Contract that relates purports to limit the ability of such officer, director, agent, key employee, consultant, or contractor to (i) engage in or continue any conduct, activity, or practice material to the Business business of any Cinemex Company, or (ii) assign to any of the AssetsCinemex Company or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth in Part 3.20(c): (iAnnex 3.17(c) to this Schedule B, each Seller Contract identified or required to be identified in Part 3.20Annex 3.17 (a) and which is to be assigned to or assumed by Buyer under this Agreement Schedule B is in full force and effect and is valid and enforceable against the Cinemex Company party thereto in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.Annex 3.17

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: of the following (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profitcollectively referred to as the “Material Contracts”) as of the date hereof; provided, however, Part 3.17(a) of the Disclosure Letter shall be updated as of from time to time by Sellers until the Closing Date ("Backlog List(s)")to add Contracts entered into after the date hereof, which has been separately attached and such added Contracts shall be subject to the Disclosure Schedule;representations and warranties at subsections (b) and (c) below (the “Material Contract Updates”): (iii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more Acquired Companies of an amount or value in excess of twenty-five thousand $50,000 other than purchase orders presented by any customer of the Acquired Companies; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $25,000) dollars50,000 other than purchase orders presented by the Acquired Companies for other than the purchase of fixed assets; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures Real Property Lease or receipts of Seller in excess of ten ($10,000) dollars; (iv) each Seller other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real property, including all amendments or modifications to each Real Property Lease; (iv) each personal property lease, installment or conditional sale agreement or other Applicable Contract providing the Acquired Companies with rights to use personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one 50,000 per year); (v) each Seller Contract with any labor union licensing agreement or other employee representative of a group of employees Applicable Contract providing the Acquired Companies with rights to Intellectual Property owned by any other Person, except for so-called “shrink-wrap” or “click-wrap” license agreements relating to wages, hours and other conditions off-the-shelf Computer Software licensed in the Ordinary Course of employmentBusiness; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity or limit the freedom of Seller to engage in any line of business or to compete with any PersonAcquired Company; (viii) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars25,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiix) each written warranty, guaranty and/or guaranty, indemnity or other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; (xi) each Applicable Contract relating to the employment of, or the performance of services by, any Person, including any employee, consultant or independent contractor in excess of $100,000; (xii) each Applicable Contract relating to any Company Debt; and (xivxiii) each material amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any 3.17(b) of the Assets. (c) Except as set forth in Part 3.20(c): Disclosure Letter, each (i) Material Contract (ii) purchase order presented by any customer of the Acquired Companies and (iii) purchase order presented by the Acquired Companies for other than the purchase of fixed assets, in each Seller Contract identified or required to be identified in Part 3.20 case of clause (aii) and which is to be assigned to (iii) of any amount or assumed by Buyer under this Agreement value in excess of $50,000 (collectively, the “Additional Contracts”) is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (dc) Except as set forth in Part 3.20(d):3.17(c) of the Disclosure Letter: (i) Seller is, and at all times since December 31, 1999, has been, each Acquired Company is in compliance with all applicable terms and requirements of each Seller Material Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effectand Additional Contract; (ii) to the Knowledge of Sellerthe Acquired Companies, each other Person that has or had any obligation or liability under any Seller Material Contract which or Additional Contract is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Material Contract or Additional Contract, as applicable; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Material Contract that is being assigned to or assumed by Buyer;Additional Contract; and (iv) to the Knowledge of Seller, no event Acquired Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, Person any notice or other written communication regarding any actual, alleged, possible or potential violation or Breach breach of, or default under, any Material Contract which is being assigned to or assumed by BuyerAdditional Contract. (ed) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller any Acquired Company under current any Material Contract or completed Seller Contracts Additional Contract with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.13(a) contains an a complete and accurate and complete list, and Seller has delivered to or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $500,000.00; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars500,000.00; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller by the Company in excess of ten ($10,000) dollars100,000.00; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property including without limitation any Aircraft (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 100,000.00 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars250,000.00; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), Schedule 3.13(b): (i) neither Seller (and no member Related Person of Seller either Seller) has or may acquire any rights under, and no member of neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) Schedule 3.13(c), each Seller Contract identified or required to be identified in Part 3.20Schedule 3.13 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(dSchedule 3.13(d): (i) Seller the Company is, and at all times since December 31January 1, 19991998, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31January 1, 19991998, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31January 1, 19991998, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSection 3.15(a) of Sellers’ Disclosure Schedule contains an accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, list of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller material Company Contract that involves performance of services or delivery of goods or materials by the Company; (ii) each Company Contract that involves performance of services for or delivery of goods or materials to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000) dollarsUS$50,000; (iii) each Seller Company Contract that was not entered into in the Ordinary Course of Business and that involves expenditures the expenditure or receipts receipt by the Company of Seller an amount or value in excess of ten ($10,000) dollarsUS$50,000; (iv) each Seller Company Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money, (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which the Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business) or (C) currency or interest rate swap, collar or hedge agreement; (v) each Company Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having (A) a value per item or aggregate payments of less than twenty-five thousand US$50,000 and ($25,000B) dollars and with a term of less than one year); (vvi) each Seller Company Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property), except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than US$50,000 under which the Company is the licensee, and the list identifies those pursuant to which the Company uses Intellectual Property owned by a third party; (vii) each Company Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viviii) each Seller Company Contract (however named) involving a sharing of profits, losses, costs or liabilities Liabilities by Seller the Company with any other Person; (viiix) each Seller Company Contract containing covenants that in any way purport to restrict Business the business activity of the Company or limit the freedom of Seller the Company to engage in any line of business or to compete with any Person; (viiix) each Seller Company Contract providing for payments to or by any Person based on or determined by reference to sales, purchases or profits, other than direct payments for goods; outstanding; (ixxi) each power of attorney of Seller that is currently effective and outstanding;and (xxii) each Seller Company Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixiii) each Seller Company Contract for capital expenditures in excess of twenty thousand ($20,000) dollars;US$50,000; and (xii) each Seller Contract not denominated in U.S. dollars; (xiiixiv) each written warranty, guaranty and/or or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth Sellers have delivered to Buyer a true and complete copy (in Part 3.20(b), no member the case of Seller has each written Company Contract) or may acquire any rights under, an accurate and no member complete written summary (in the case of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any each oral Company Contract) of each of the AssetsCompany Contracts listed on Section 3.15(a) of Sellers’ Disclosure Schedule. (c) Except as set forth in Part 3.20(c): (i) each Seller Each Company Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and terms. Neither the Backlog List is Company nor any other party to a complete and correct list of all Business customer orders on backlog as Company Contract has Contravened any of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Company Contract; (iii) to the Knowledge of Seller, no . No event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, may constitute or give Seller result directly or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue indirectly in Contravention of any Seller Contract that (with or without notice or lapse of time) would cause Company Contract. To Sellers’ Knowledge, the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any notice or other Person, at any time since December 31, 1999, any notice communication (written or oral) regarding any actual, alleged, possible alleged or potential violation or Breach of, or default under, Contravention of any Contract which is being assigned to or assumed by BuyerCompany Contract. (ed) No party to a Company Contract has repudiated any provision of it. There currently are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with Company Contracts, nor has any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by renegotiation been made. No Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of Knowledge that any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementparty to a Company Contract does not intend to renew it. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a) contains an accurate The Data Room Documents include true and complete listcopies of (collectively, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of:"Material Contracts"): (i) backlog lists of Seller, listing all Seller Contracts each Contract to which an Acquired Company is a party that are orders from Business customers is currently in effect on backlog (by customer name, order number, order date, model, selling price, cost, a continual basis and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by one or to Seller more Acquired Companies of an amount or value in excess of twenty-five thousand $150,000 per year; (ii) each Contract to which an Acquired Company is a party that is currently in effect on a continual basis and involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $25,000) dollars150,000 per year; (iii) each Seller Contract to which an Acquired Company that is currently in effect on a continual basis and was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies in excess of ten ($10,000) dollars75,000 per year; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting to which an Acquired Company is a party that affects the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property that is currently in effect on a continual basis (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and 50,000 or with a term terms of less than one year); (v) each Seller licensing agreement or other Contract to which an Acquired Company is a party that is currently in effect on a continual basis and relates to patents, trademarks, copyrights, or other intellectual property, including agreements with current employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Contracts to which an Acquired Company is a party that is currently in effect on a continual basis with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmententered into by any Acquired Company; (vivii) each Seller joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (viiviii) each Seller Contract currently in effect on a continual basis containing covenants that in any way purport to restrict Business the business activity of any Acquired Company or limit the freedom any affiliate of Seller to engage in any line of business or to compete with any Personan Acquired Company; (viiiix) each Seller Contract providing to which an Acquired Company is a party that is currently in effect on a continual basis and provides for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Contract to which an Acquired Company is a party that is currently in effect on a continual basis entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for consequential damages; (xixii) each Seller Contract to which an Acquired Company is a party that is currently in effect on a continual basis for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars50,000 per year; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; and; (xiv) each Contract to which an Acquired Company is a party that is currently in effect that contains a term of longer than one year and is not terminable by the Acquired Company party thereto without penalty on notice of six months or less; and (xv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b)Other than the Management and Noncompetition Agreements applicable to each Seller, no member Seller (and no Related Person of Seller any Seller) has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract to which any Acquired Company is a party that relates to the Business business of, or any of the Assetsassets owned or used by, any Acquired Company. (c) Except as set forth To Sellers' Knowledge, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (i) engage in Part 3.20(c):or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (ii) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (d) With respect to each Material Contract: (i) each Seller such Material Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Dateeffect; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller Acquired Company is, and at all times since December 31, 1999, during the term thereof has been, in compliance in all material respects with all applicable the terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a such Material Adverse EffectContract; (iiiii) to the Knowledge of SellerSellers' Knowledge, each other Person that has or had any obligation or liability under any Seller such Material Contract which is being assigned to Buyer is, and at all times since December 31, 1999, during the term thereof has been, in compliance in all material respects with all applicable terms and requirements of such Material Contract; (iiiiv) to the Knowledge of SellerSellers' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assetssuch Material Contract; and (v) Seller no Acquired Company has not given to or received from any other Person, at any time since December 31, 1999, Person any notice or other communication (whether written or, to Sellers' Knowledge, oral) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by Buyersuch Material Contract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller any Acquired Company under current or completed Seller Contracts any Material Contract with any Person having the contractual or statutory right and, to demand or require such renegotiation and Sellers’ Knowledge, no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Material Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Acquired Companies have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty Acquired Company has entered into any Contract that gives a party to such Contract, other than an Acquired Company, the right to declare a default or premium will be imposed upon Buyer for exercise any prepayment remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify such Contract solely as a result of the termination or resignation of any amount due and/or outstanding under director or officer of such Acquired Company. (h) Except as Fairly Disclosed in the Line Data Room Documents, neither the Company's execution and delivery of Credit this Agreement and the Transaction Documents to which the Company is a party, nor the consummation of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time), contravene, conflict with, or result in a violation or breach of any Seller Contract assumed by Buyer at Closingprovision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Material Contract.

Contracts; No Defaults. (a) Part 3.20(a) 2.15.1 Schedule 2.15.1 contains an a complete and accurate and complete list, and Seller AirPatrol has delivered or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate Acquiror true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date following Contracts to which AirPatrol or its Subsidiary is a party or beneficiary ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20“Material Contracts”): (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by AirPatrol or to Seller its Subsidiary of an aggregate amount or value in excess of twenty-five thousand ($25,000) dollars50,000; (iiib) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller AirPatrol or its Subsidiary in excess of ten ($10,000) dollars50,000; (ivc) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal tangible property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one year); (vd) each Seller licensing agreement or other Contract pursuant to which (i) AirPatrol or its Subsidiary is granted a license or other right to use the Intellectual Property of a third Person (other than licenses for Shrink Wrap Code) for use in the business and (B) other than non-disclosure agreements and non-exclusive licenses with respect to AirPatrol Products granted to users in the Ordinary Course of Business, the Company has granted, licensed or provided any Company Intellectual Property to third Persons; (e) each collective bargaining agreement and other Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vif) each Seller joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller AirPatrol or its Subsidiary with any other Person; (viig) each Seller Contract containing covenants that in any way purport to restrict Business the business activity of AirPatrol or its Subsidiary, or materially limit the freedom of Seller AirPatrol or its Subsidiary to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixh) each power of attorney of Seller that is currently effective and outstanding; (xi) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars50,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiiij) each written warranty, guaranty guaranty, and/or other similar undertaking with respect to contractual performance extended by Seller AirPatrol or its Subsidiary, other than in the Ordinary Course of Business; and (xivk) each amendment, supplement supplement, and modification (whether oral or written) in writing with respect of any of the foregoing. (b) 2.15.2 Except as set forth in Part 3.20(b)Schedule 2.15.2, to the Knowledge of AirPatrol, no member officer, director, agent, employee, consultant, or contractor of Seller has AirPatrol is bound by any contract that purports to limit the ability of such officer, director, agent, employee, consultant, or may acquire contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of AirPatrol or its Subsidiary, or (B) assign to AirPatrol, its Subsidiary, or to any other Person any rights under, and no member of Seller has or may become subject to any obligation invention, improvement, or liability under, any Contract that relates to the Business or any of the Assetsdiscovery. (c) 2.15.3 Except as set forth in Part 3.20(c): (i) Schedule 2.15.3, each Seller Material Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement Schedule 2.15.1 is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) 2.15.4 Except as set forth in Part 3.20(d):Schedule 2.15.4: (ia) Seller is, AirPatrol and at all times since December 31, 1999, has been, its Subsidiary are in compliance in all material respects with all applicable terms and requirements of each Seller Material Contract under which AirPatrol or its Subsidiary has or had any obligation or liability or by which AirPatrol, its Subsidiary, or any of the assets owned or used by AirPatrol or its Subsidiary is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (iib) to To the Knowledge of SellerAirPatrol, each other Person that has or had any obligation or liability under any Seller Material Contract under which AirPatrol or its Subsidiary has or had any rights is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance in all material respects with all applicable terms and requirements of such Material Contract; (iiic) to To the Knowledge of SellerAirPatrol, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may materially contravene or conflict with, or result in a Breach material violation or breach of, or give Seller AirPatrol, its Subsidiary, or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the AssetsMaterial Contract; and (vd) Seller has AirPatrol and its Subsidiary have not given to or received from any other Person, Person at any time since December 31, 1999, any written notice regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) 2.15.5 There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller AirPatrol or its Subsidiary under current or completed Seller Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract 2.15.6 The contracts of AirPatrol and its Subsidiary relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has AirPatrol or its Subsidiary have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal RequirementLaw. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part Schedule 3.20(a) contains an accurate and complete list, and such Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract or commitment that involves performance of services or delivery of goods or materials by by, or to indebtedness of, such Seller of an amount or value in excess of twentyTwenty-five thousand Five Thousand and 00/100 Dollars ($25,00025,000.00); (ii) dollarseach Contract or commitment that involves performance of services or delivery of goods or materials to such Seller (other than employment or individual independent contractor agreements substantially in the Seller’s standard form made available to Buyer) of an amount or value in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00); (iii) each Seller Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves expenditures or receipts of Seller in excess of ten ($10,000) dollarsbusiness, consistent with past practice; (iv) each Seller lease, rental, occupancy, license, installment, conditional sale or other Contract or arrangement affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real property providing for future monthly rental payments; (v) each lease, rental, license, installment, conditional sale or personal property other Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Tangible Personal Property providing for future monthly rental payments (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand Ten Thousand and 00/100 Dollars ($25,00010,000.00) dollars and with a term of less than one year); (vvi) each Seller licensing agreement or other applicable Contract with respect to such Seller’s Intellectual Property Rights and Licensed Rights (whether inbound or outbound), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any labor union of the Intellectual Property Rights or other employee representative of a group of employees relating to wages, hours and other conditions of employmentLicensed Rights; (vivii) each Seller collective bargaining, employment, deferred compensation, severance and other agreement or any other type of the Sellers; (viii) each Contract or understanding with any of such Seller’s officers, directors, or employees, other than Employee Benefit Plans; (however namedix) each franchise, joint venture, partnership, strategic alliance, co-marketing, co-promotion, co-packaging or joint development Contract or other Contract involving a sharing of profits, losses, costs or liabilities by such Seller with any other Person; (viix) each Seller Contract containing covenants that in any way purport to restrict Business the business activity of such Seller or limit the freedom of such Seller to engage in any Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. line of business or to compete with any PersonPerson or which contain any exclusivity, non-competition, non-solicitation or no-hire provisions; (viiixi) each Seller Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixxii) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand Fifty Thousand and 00/100 Dollars ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars50,000.00); (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance by such Seller extended by Seller other than in the Ordinary Course of Business; andsuch Seller; (xiv) each Contract with a Government Body; (xv) each Contract pursuant to which such Seller or any Subsidiary of such Seller has guaranteed any obligations of such Seller; (xvi) each Contract pursuant to which such Seller has a right of first option or right of first refusal with respect to material elements of the Contract or the transaction underlying the Contract; and (xvii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.20(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c):[INTENTIONALLY DELETED] (i) Each Contract included in the Acquired Assets or the Assumed Liabilities is legal, valid, binding and enforceable against such Seller, and to the Knowledge of such Seller, against each Seller Contract identified or required to be identified other party thereto, has been executed in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement compliance with all applicable Legal Requirements, is in full force and effect and is valid will continue to be so legal, valid, binding and enforceable and in full force and effect following the assignment of such Contract at the Closing or pursuant to other arrangements in accordance with its terms this Agreement, as the case may be, and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each such Seller Contract identified is not and, to such Seller’s Knowledge, no other party is, in breach or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; default, and (iii) , to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that which would constitute (with or without notice or lapse of timetime or both) constitutes a Breach of, (or give Seller rise to any right of termination, modification, cancellation or other Person the right to declare a default or exercise acceleration) under any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyersuch Contract. (ed) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to such Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (fe) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by such Seller has been entered into in the Ordinary Course ordinary course of Business business, consistent with past practice, of such Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Schedule contains an a complete and accurate and complete list, and Seller has Sellers have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $10,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars10,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non- disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars2,500; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Schedule: (i) neither Seller (and no member Related Person of Seller either Seller) has or may acquire any rights under, and no member of neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Schedule, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Schedule: (i) Seller the Company is, and at all times since December 31January 1, 1999, 1991 has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by it is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31January 1, 1999, 1991 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31January 1, 19991991, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Shareholder's Disclosure Letter contains an a complete and accurate and complete list, and Seller Shareholder has delivered or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate Parent true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $10,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000) dollars10,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any affiliate of the Company or limit the freedom of Seller the Company or any affiliate of the Company to engage in any line of business or to compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney of Seller that is currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.15(a) contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by (or to Seller to) the Company of an unperformed amount or value in excess of twenty-five thousand $50,000; (ii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement requiring the payment in excess of $25,000) dollars50,000 per year; (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures licensing or receipts of Seller in excess of ten ($10,000) dollarsroyalty agreement with respect to material Intellectual Property Assets; (iv) each Seller Contract affecting the ownership of, leasing of, title to, use of collective bargaining agreement to or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year); (v) each Seller Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viv) each Seller joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viivi) each Seller Contract containing covenants that in any way purport to materially restrict Business the business activity of the Company or limit the freedom of Seller to engage in any line of business or the Company to compete with any Person; (viiivii) each Seller Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (viii) each Contract for capital expenditures with a remaining balance to be paid in excess of $50,000; (ix) each power outstanding surety bond and letter of attorney credit under which the Company is liable or that Seller has obtained on behalf of Seller that is currently effective and outstandingthe Company; (x) each Seller Contract entered into other than in employment or severance agreement between the Ordinary Course of Business that contains Company and any employee, officer or provides for an express undertaking by Seller to be responsible for consequential damagesdirector; (xi) each Seller Contract agreement pursuant to which the Company has indebtedness for capital expenditures in excess borrowed money or has guaranteed the indebtedness or performance of twenty thousand ($20,000) dollars;another Person; or (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xiv) each material amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Each of the foregoing Contracts is referred to as a "Material Contract." (b) Except as set forth in Part 3.20(bon Schedule 3.15(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any each Material Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms subject to insolvency Legal Requirements and the Backlog List is a complete and correct list general principles of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Dateequity; (iic) each Seller Contract identified or The Company and to Seller's Knowledge, all other parties to the Material Contracts have performed all obligations required to be identified performed by them and are not in Part 3.20(a) and which material default under or in material breach of nor is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent Company in receipt of any other Person; and (iii) to claim of default or breach of any Material Contract. To the Knowledge of Seller's Knowledge, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Selleron Schedule 3.15(c), no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes will contravene, or conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by BuyerMaterial Contract. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a4.17(a) of the Disclosure Schedule contains an a complete and accurate and complete list, and and, to Seller's Knowledge, Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller Housewares of an amount or value in excess of twenty-five thousand ($25,000; (ii) dollarseach Applicable Contract that involves performance of services or delivery of goods or materials to Housewares of an amount or value in excess of $25,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller Housewares in excess of ten ($10,000) dollars25,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold Leasehold Estate or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars and with a term of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to Patents, Marks, Copyrights, Masks, Trades Secrets or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller Housewares with any other Person; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of Housewares or any Affiliate of Housewares or limit the freedom of Seller Housewares or any Affiliate of Housewares to engage in any line of business or to compete with any Person; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstanding; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller Housewares to be responsible for consequential damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars25,000; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller Housewares other than in the Ordinary Course of Business; and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), 4.17(b) of the Disclosure Schedule: (i) no member Related Person of Seller Housewares has or may acquire any rights under, and no member Related Person of Seller Housewares has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by Housewares; and (ii) no officer, director, agent, employee, consultant, or contractor of Housewares is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Housewares, or (B) assign to Housewares or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i) each Seller Each Contract identified or required to be identified in Part 3.20 (a4.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):4.17(d) of the Disclosure Schedule: (i) Seller Housewares is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which Housewares has or had any obligation or liability or by which Housewares or any of the assets owned or used by Housewares is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effector was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer Housewares has or had any rights is, and at all times since December 31, 1999, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller Housewares or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Housewares has not given to or received from any other Person, Person at any time since December 31, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller Housewares under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has The Applicable Contracts have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(a3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more Acquired Companies of an amount or value in excess of twenty-five thousand $10,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies of an amount or value in excess of $25,000) dollars10,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies in excess of ten ($10,000) dollars; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with any labor union respect to patents, trademarks, copyrights, or other employee representative intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of a group any of employees relating to wages, hours and other conditions of employmentthe Intellectual Property Assets; (vi) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of any Acquired Company or limit the freedom of Seller any Acquired Company to engage in any line of business or to compete with any Person; (viii) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ix) each power of attorney granted by any Acquired Company to an attorney-in-fact of Seller such Acquired Company that is currently effective and outstanding; (x) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for consequential damages; (xi) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars50,000; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; and (xivxiii) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Letter: (i) Seller (and no member of Seller Related Person other than Acquired Companies or any other party to a property management agreement) has or may no nor shall acquire any rights under, and no member of Seller has or may no nor shall become subject to any obligation or liability under, any Applicable Contract that relates to the Business business of, or any of the Assetsassets owned or used by, any Acquired Company; and (ii) no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Letter, each Seller Applicable Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter and except with respect to matters which have heretofore been concluded without any resultant material adverse impact on the business, operations, assets, condition or prospects of any Acquired Company: (i) Seller each Acquired Company is, and at all times since December 31, 1999, the date of its respective incorporation has been, in material compliance with all applicable terms and requirements of each Seller Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is being assumed by Buyer except where or was bound (provided, however, that this subparagraph (i) does not require disclosure regarding compliance with any noncompliance would not have a Material Adverse EffectLegal Requirement or Environmental Law in addition to the disclosures required under Sections 3.14 and 3.19); (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Applicable Contract under which is being assigned to Buyer an Acquired Company has or had any rights is, and at all times since December 31, 1999, has been, in material compliance with all applicable terms and requirements of such Applicable Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may materially contravene, conflict with, or result in a Breach material violation or breach of, or give Seller any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to the Knowledge of Seller, no event Acquired Company has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999the date of its respective incorporation, any written notice or other communication regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerApplicable Contract. (e) There Except as disclosed in Part 3.17(e) of the Disclosure Letter, there are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller any Acquired Company under current or completed Seller Contracts Applicable Contract with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Applicable Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Acquired Companies have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aOther than with respect to prior Contracts that have been superseded by current Contracts, Section 3.17(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Sellers have delivered or made available to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts each Government Contract and Government Subcontract that are orders from Business customers on backlog is (by customer name, order number, order date, model, selling price, cost, a) currently active in performance or (b) has been active in the past and gross profit) as of performance has been completed but has not been closed prior to the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedulethis Agreement; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand ($25,000) dollars100,000; (iii) each Seller Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $100,000; (iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller by the Company in excess of ten ($10,000) dollars50,000; (ivv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 50,000 and with a term terms of less than one year); (vvi) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets excluding any license implied by the sale of a product, perpetual, paid-up licenses for commonly available software programs each with a license fee of less than $10,000 in which Company is licensee, and any licenses granted by a Governmental Body to the Company under a Government Contract listed in Section 3.17(a)(i) of the Disclosure Schedule to use technical data and software furnished to the Company for the limited purpose of performing services for such Governmental Body under and during the term of any such Government Contract; (vii) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (viviii) each Seller joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; (viiix) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (viiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; (ixxi) each power of attorney or any other agreement entered into by the Company that grants authority to any Person to act on behalf of Seller the Company that is currently effective and outstanding; (xxii) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xixiii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars;50,000; and (xii) each Seller Contract not denominated in U.S. dollars; (xiiixiv) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (xivCompany. In addition, Section 3.17(a) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoingDisclosure Letter contains a complete and accurate list of all outstanding Government Bids. (b) Except as set forth in Part 3.20(b), Section 3.17(b) of the Disclosure Letter: (i) None of Sellers (and no member Related Person of Seller any Seller) has or may intends to acquire any rights under, and no member of Seller under or has or may intends to become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; (ii) No Person is currently engaged by the Company as a consultant or to provide any consulting services; and (iii) No Seller and no other officer, director or employee of the Company or, to the Knowledge of the Company and the Sellers, any consultant, contractor or agent, of the Company, is bound by any Contract that purports to limit the ability of such Seller, officer, director, employee, consultant, contractor or agent to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery relating to the business of the Company. (c) Except as set forth in Part 3.20(c): (iSection 3.17(c) of the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (aSection 3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):Section 3.17(d) of the Disclosure Letter: (i) Seller the Company is, and at all times since December 31, 1999, the date of the respective Contract (A) has been, in compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where or was bound, (B) has complied in all respects with all Legal Requirements pertaining to each Contract, and (C) any noncompliance would not have a Material Adverse Effectrepresentations and certifications executed, acknowledged or set forth in or pertaining to each Contract were complete and correct in all material respects as of their effective date; (ii) to the Knowledge of SellerSellers and the Company, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31, 1999, the inception of such contract has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer;Applicable Contract; and (iv) to since the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any date of the Assets; and respective Contract (v) Seller including any Contracts which have been superseded by the present Contracts), the Company has not given to or received from any other Person, at any time since December 31, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There Except as set forth in Section 3.17(e) of the Disclosure Letter, there are no current renegotiations of, attempts or to renegotiate or the Knowledge of Sellers and the Company, outstanding rights to renegotiate or, to the Knowledge of Sellers and the Company, attempts to renegotiate, any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. The Company has not knowingly submitted or negotiated a bid or proposal that the Company reasonably believed would result in the award of a Contract that would cause the Company to perform said Contract at a loss or without receipt of a fee. (g) No penalty Except as set forth in Section 3.17(g) of the Disclosure Letter: (A) the Company has complied and is in compliance with all terms and conditions of each Government Contract or premium will be imposed upon Buyer Government Subcontract, (B) the Company has complied in all respects with all requirements for all Legal Requirements or agreements pertaining to each Government Contract or Government Subcontract and (C) all representations certifications and statements executed, acknowledged or set forth in or pertaining to each Government Contract or Government Subcontract including but not limited to any statements made in connection with the Procurement Integrity Law, 41 U.S.C. Section 423, the Lobbying Disclosure Act of 1995, 2 U.S.C. Section 1601-1612, the ▇▇▇▇ Amendment, 31 U.S.C. Section 1352, and their associated implementing regulations were complete and correct in all respects as of their effective date and the Company has complied in all respects with all such representations, certifications and statements; (ii) (A) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified the Company, either in writing or orally, that the Company has breached or violated any Legal Requirement, certification, representation, clause, provision or other requirement of or pertaining to any Government Contract or Government Subcontract, (B) no termination for convenience, termination for default, cure notice or show cause notice pertaining to any Government Contract or Government Subcontract (1) has been in effect during the five (5) year period prior to the date of this Agreement, (2) is currently in effect, or (3) is, to the Knowledge of Sellers and the Company, Threatened, (C) no material cost incurred by the Company pertaining to any Government Contract or Government Subcontract (1) has been questioned or challenged by representatives of the Administrative Contracting Officer or the Government Audit Agency, (2) has been disallowed by the U.S. Government, or (3) has been or now is, the subject of any investigation, and (D) no amount of money due to the Company, pertaining to any Government Contract or Government Subcontract has been withheld or set off nor has any claim been made to withhold or set off money, and the Company is entitled to all progress payments either billed or received with respect thereto; (A) neither the Company nor any of its directors, officers or employees nor, to the Knowledge of the Company and the Sellers, any consultant, contractor or agent of the Company, is or during the past five (5) years has been under administrative, civil or criminal investigation or subject to any indictment, subpoena, document request with respect to any administrative, civil or criminal investigation or similar proceeding by any Governmental Body with respect to any alleged or potential violation of any contract requirement or Legal Requirement pertaining to any Government Contract or Government Subcontract or any alleged noncompliance, misstatement or omission arising under or relating to any Government Contract or Government Subcontract, and (B) during the past five (5) years, the Company has not conducted or initiated any internal investigation or made any written, or to the Knowledge of Sellers and the Company, oral disclosure to any Governmental Body with respect to any alleged or possible (1) violation of any contract requirement or provision or any certification or representation, (2) violation of any Legal Requirement or (3) noncompliance, misstatement or omission, in each case, arising under or relating to a Government Contract or Government Subcontract; (iv) there exist (A) no outstanding claims against the Company, either by any Governmental Body or by any prime contractor, subcontractor, vendor arising under or relating to any Government Contract or Government Subcontract and (B) no material disputes between the Company and any Governmental Body under any Government Contract or Government Subcontract, the Contract Disputes Act or any other federal statute or regulation or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract; (v) the Company has no interest in any pending or potential claim against any Governmental Body or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract, and Section 3.17(g) of the Disclosure Letter lists each Government Contract, Government Subcontract or Government Bid which is currently under audit by any Governmental Body or any other person that is a party to such Government Contract, Government Subcontract or Government Bid; (vi) neither the Company nor any of its directors, officers or employees nor, to the Knowledge of the Company and the Sellers, any consultant, contractor or agent of the Company, has been Threatened with or debarred, suspended or excluded from participation in the award of Contracts with the DOD or any other Governmental Body or (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements) for any prepayment reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs and no debarment, suspension or exclusion proceeding has been initiated against the Company or any of its directors, officers or employees or, to the Knowledge of the Company and the Sellers, any consultant, contractor or agent of the Company. There exist no facts or circumstances that would warrant suspension or debarment or the finding of non- responsibility or ineligibility on the part of the Company, no payment has been made by the Company or by any Person on behalf of the Company in connection with any Governmental Contract or Governmental Subcontract in violation of such Government Contract or Government Subcontract or applicable procurement Legal Requirements or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt Practices Act, and the Company's cost accounting and procurement systems and the associated entries reflected in the Company's financial records with respect to the Government Contracts and Government Subcontracts are in compliance in all material respects with all Legal Requirements; (vii) neither the Company nor any of its directors, officers or employees of the Company nor, to the Knowledge of the Company and the Sellers, any consultant, contractor or agent of the Company, have committed (or taken any action to promote or conceal) any violation of any amount due and/or outstanding Legal Requirement relating to procurement or in violation of the Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1, 2, the Arms Export Control Act, the International Traffic in Arms Regulations, as amended, the Atomic Energy Act of 1954, as amended, Executive Order 12958 (April 17, 1995), Executive Order 12829 (January 6, 1993), Executive Order 13292 (March 25, 2003), and directives and policies issued pursuant thereto, including, but not limited to, the National Industrial Security Program Operating Manual; and (viii) the Company was eligible as a small business under 13 C.F.R. 121 at the Line time it was awarded all of Credit the Government Contracts to which it is a party on the basis of such eligibility (such Government Contracts are set forth in Section 3.17(a) of the Disclosure Letter). (h) The Company is not a party to any Contract with CAS Cares. There is no Legal Requirement for the Company to contribute to CAS Cares or otherwise to support its activities or operations in any Seller Contract assumed by Buyer at Closingmanner.

Contracts; No Defaults. (a) Part 3.20(a3 . l 7(a) of the Disclosure Letter contains an a complete and accurate and complete list, and Seller has Shareholders have delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate Purchaser true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by or to Seller the Company of an amount or value in excess of twenty-five thousand $ 15,000.00; ($25,000ii) dollars; each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $ 15,000.00; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller the Company in excess of ten ($10,000) dollars; $ 15,000.00 (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 10,000.00 and with a term terms of less than one year); ; (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wagesemployees; (vii) each joint venture, hours partnership, and other conditions of employment; (vi) each Seller Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller the Company with any other Person; ; (viiviii) each Seller Applicable Contract containing covenants that in any way purport to restrict Business the business activity of the Company or any Affiliate of the Company or limit the freedom of Seller the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; ; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases purchases, or profits, other than direct payments for goods; ; (ixx) each power of attorney of Seller that is currently effective and outstanding; ; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller the Company to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; ; (xii) each Seller Applicable Contract not denominated for capital expenditures, including any Contract for computer and telephone systems hardware and software, and any other Contract in U.S. dollars; excess of $15,000.00; (xiii) each written warranty, guaranty and/or guaranty, and or other similar undertaking with respect to contractual performance extended by Seller the Company other than in the Ordinary Course of Business; and and (xiv) each amendment, supplement supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located. (b) Except as set forth in Part 3.20(b), 3.17(b) of the Disclosure Letter: (i) no member Shareholder (and no Related Person of Seller any Shareholder) has or may acquire any rights under, and no member of Seller Shareholder has or may become subject to any obligation or liability under, any Contract that relates to the Business business of, or any of the Assetsassets owned or used by, the Company; and (ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.20(c): (i3.17(c) of the Disclosure Letter, each Seller Contract identified or required to be identified in Part 3.20 (a3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assetsterms. (d) Except as set forth in Part 3.20(d):3.17(d) of the Disclosure Letter: (i) Seller the Company is, and at all times since December 31, 1999, 31,1991 has been, in full compliance with all applicable terms and requirements of each Seller Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; or was bound; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which is being assigned to Buyer the Company has or had any rights is, and at all times since December 31, 1999, 1991 has been, in full compliance with all applicable terms and requirements of such Contract; ; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes may contravene, conflict with, or result in a Breach violation or breach of, or give Seller the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; Applicable Contract; and (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller Company has not given to or received from any other Person, at any time since December 31, 19991991, any notice or other communication (whether oral or written) regarding any actual, alleged, possible possible, or potential violation or Breach breach of, or default under, any Contract which is being assigned to or assumed by BuyerContract. (e) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller the Company under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract The Contracts relating to the sale, design, manufacture manufacture, or provision of products or services by Seller has the Company have been entered into in the Ordinary Course of Business and has have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Part 3.20(aSchedule 3.17(a) contains an a complete and accurate and complete list, and Seller has delivered to Buyer (or attached to the Disclosure Schedule as required herein) accurate true and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Seller Applicable Contract that involves performance of services or delivery of goods or materials by one or to Seller more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of twenty-five thousand $100,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more Acquired Companies or otherwise in connection with the Business of an amount or value in excess of $25,000) dollars100,000; (iii) each Seller Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller one or more Acquired Companies or otherwise in connection with the Business in excess of ten ($10,000) dollars25,000; (iv) each Seller lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($25,000) dollars 25,000 and with a term terms of less than one year); (v) each Seller licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees which are still in effect, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets other than those agreements with employees entered into in the ordinary course of business; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employmentemployees; (vivii) each Seller joint venture, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs costs, or liabilities by Seller any Acquired Company with any other Person; (vii) each Seller Applicable Contract containing covenants that in any material way purport to restrict the business activity of the Business activity or any Acquired Company or any Related Person of an Acquired Company or limit the freedom of Seller the Business or any Acquired Company or any Related Person of an Acquired Company in any material way to engage in any of its line of business or to compete with any PersonPerson in its lines of business; (viiiix) each Seller Applicable Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ixx) each power of attorney of Seller that is currently effective and outstandingoutstanding which could effect in a material way the Business or the Acquired Companies; (xxi) each Seller Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller any Acquired Company to be responsible for indirect, consequential or punitive damages; (xixii) each Seller Applicable Contract for capital expenditures in excess of twenty thousand ($20,000) dollars; (xii) each Seller Contract not denominated in U.S. dollars25,000; (xiii) each written warranty, guaranty and/or and other similar undertaking with respect to contractual performance extended by Seller any Acquired Company other than in the Ordinary Course of Business; and (xiv) each material amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b. Schedule 3.17(a) Except as set sets forth in Part 3.20(b), no member of Seller has or may acquire any rights undersufficient details concerning such Contracts to identify the Contracts, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except Acquired Companies' office where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract details relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementContracts are located. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.