Common use of Conduct of Business of the Company Clause in Contracts

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will and will cause each of the Subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with it. Without limiting the generality to the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent: (a) adopt any amendment to its charter or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from the date of this Agreement to until the Effective Time, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best all reasonable efforts and will cause each of the Subsidiaries to use its best efforts, consistent with prudent business practice to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present current officers and key employees and to preserve the goodwill of maintain existing relationships with those having significant business relationships with itthe Company and its subsidiaries, in each case in all material respects. Without limiting the generality to of the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 5.1 of the Company Disclosure Statement, Letter and except as otherwise expressly provided in or contemplated by this Agreement or the Company will not, and will not permit any of the Subsidiaries toDisclosure Letter, prior to the Effective Time, neither the Company nor any of its subsidiaries, as the case may be, will, without the prior written consent of Parent: Equity One (anot to be unreasonably withheld), (i) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale pledge of additional shares of capital stock of any class(A) Company Securities or Subsidiary Securities, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stockin each case, other than Shares issuable upon exercise or vesting of the issuance of Shares, pursuant to Options Rights outstanding on the date hereof or the exercise of this Agreement rights under any plan or pursuant any agreement referred to in Section 3.3 of the Stock Option AgreementDisclosure Letter and which are outstanding on the date hereof, or (B) any other securities in respect of, in lieu of or in substitution for Shares outstanding on the date hereof; (cii) otherwise acquire or redeem, directly or indirectly, any Company Securities or Subsidiary Securities (including the Shares); (iii) split, combine or reclassify its shares of beneficial interest or capital stock or declare, set aside aside, make or pay any dividend or other distribution (whether in cash, stock or property) on any shares of beneficial interest or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its subsidiaries (other sharesthan cash dividends paid to the Company by its wholly owned subsidiaries with regard to their capital stock) provided, however, that the Company may declare and pay one regular quarterly dividend to shareholders of record as of a date no later than September 15, 2001 in an amount not to exceed $0.13 per share plus any dividends in the minimum amount necessary based on a written opinion of the Company's independent certified public accountants to avoid (x) jeopardizing the Company's REIT status under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending on the Effective Date; provided further that, the Company may declare a dividend (other than a regular quarterly dividend) and fix the record date of that dividend on a date prior to the Effective Time to allow Equity One to cause a subsequent year dividend to be paid to the Company shareholders of record pursuant to Section 858 of the Code in the minimum amount necessary to avoid (x) jeopardizing the Company's REIT status under the Code, and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time; (eiv) except for (A1) increases make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, in salary, wages and benefits each case involving the payment or receipt of non-executive officers consideration of in excess of $50,000 in any single instance or employees $250,000 in the aggregate other than leases of the Company or the Subsidiaries Properties to tenants in the ordinary and usual course of business consistent with past practicepractice in all material respects, or (B2) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status than in the ordinary course of business consistent with past practicebusiness, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment Material Contract or severance agreement with, grant any director, officer release or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare relinquishment of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practicecontract rights; (gv) (i) incur, incur or assume or pre-pay any long-term debt or incur or assume any short-term debt, for borrowed money except that the Company and the Subsidiaries may incur, assume or pre-pay for debt incurred in the ordinary course of business consistent with past practice under and except for debt that may be incurred pursuant to existing lines contractual arrangements as in effect on the date hereof not in excess of credit, (ii) pay, discharge, settle $50,000 in any single instance or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than $150,000 in the ordinary course of business consistent with past practice, aggregate; (iiivi) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other personperson except wholly owned subsidiaries of the Company, except in the ordinary course of business consistent with past practice and except in connection with liabilities or responsibilities that may be incurred pursuant to existing contractual arrangements in effect on the date hereof not in excess of $50,000 in any single instance or $150,000 in the aggregate; (vii) except in connection with transactions permitted by (iv) above, make any loans, advances or capital contributions to, or investments in, any other person except (other than wholly owned subsidiaries of the Company) in each case in excess of $50,000 in any single instance or $150,000 in the ordinary course aggregate; (viii) change any of business consistent with past practice and the accounting or tax principles, practices or elections used by it or any of its subsidiaries, except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned as required by the Company and the Company SEC or another Subsidiary wholly-owned required by the CompanyUnited States generally accepted accounting principles; (hix) make adopt any tax election that would have a material effect on amendments to the tax liability Declaration or Bylaws of the Company or the Subsidiaries or settle or compromise governing entity documents of any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariessubsidiary; (ix) except as may be required under any previously existing agreement or plan, grant any share related awards; (xi) enter into any new employment, severance, consulting or salary continuation agreements with any of its officers, trust managers or employees or grant any increases in the ordinary course compensation or benefits to its officers, trust managers and employees or otherwise reimburse or agree to reimburse any property manager or such property manager's employees, including the employees of business consistent with past practiceFCA Corp., enter intofor a similar new agreement or increase; (xii) settle any outstanding litigation, modifyother than as set forth in Section 5.9; (xiii) adopt, amend make any amendment to or terminate any loan employee benefit plan except as required by law or credit agreement, note, bond, mortgage, indenture, lease to maintain tax qualified status or other agreement, instrument, permit, concession, franchise or license which is material as requested by the Internal Revenue Service in order to the Company and the Subsidiaries or waive, release or assign any material rights or claimsreceive a determination letter for such employee benefit plan; or (jxiv) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02.

Conduct of Business of the Company. (a) Except as required contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from the date of this Agreement to such time at which directors of the Effective TimeCompany affiliated with or designated by Parent or Purchaser shall constitute a majority of the Board (such time, the "Board Transition Date"), the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business business, substantially consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required contemplated by this Agreement or as set forth in Section 6.01 of Agreement, neither the Company Disclosure Statement, the Company will not, and will not permit nor any of the Subsidiaries toits subsidiaries will, prior to the Effective TimeBoard Transition Date, without the prior written consent of Parent: Parent (ai) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale pledge of (A) additional shares of capital stock of any classclass of the Company, or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, other than such issuance of Shares pursuant to the exercise of Options outstanding on the date hereof, and other than the issuance of SharesShares in connection with the Company's employee stock purchase plan, pursuant to Options or (B) any other securities in respect of, in lieu of or in substitution for, Shares outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; hereof, (cii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any outstanding Shares, (iii) declare or pay any dividend or distribution on any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into propose or adopt any employment or severance agreement withamendments to its Amended and Restated Certificate of Incorporation, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter intoas amended, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company Amended and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or preRestated By-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of creditLaws, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (jv) agree in writing or otherwise to take any of the foregoing actionsactions or any action which would prevent the conditions to Purchaser's obligation to purchase Shares under the Offer or Parent's and Purchaser's obligation to consummate the Merger from being satisfied; provided, however, that the Company shall be permitted to accelerate the vesting schedule of all outstanding Options. SECTION 6.02The Company shall, through its Board or any committee thereof, terminate the Company's Employee Stock Purchase Plan so that no Shares shall be issued thereunder subsequent to the date of this Agreement.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from the date of this Agreement to such time at which directors of the Effective TimeCompany affiliated with or designated by Parent or Purchaser shall constitute a majority of the Board (such time, the "Board Transition Date"), the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary course of business business, in a manner consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required contemplated by this Agreement or as set forth in Section 6.01 of Agreement, neither the Company Disclosure Statement, the Company will not, and will not permit nor any of the Subsidiaries toits subsidiaries will, prior to the Effective TimeBoard Transition Date, without the prior written consent of Parent: Parent (ai) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale pledge of (A) additional shares of capital stock of any classclass of the Company (other than shares of Common Stock that may be issued pursuant to the Company's Employee Stock Purchase Plan in connection with amounts withheld on or before August 4, 2000) or its subsidiaries, or shares securities convertible into capital stock of or exchangeable for any classsuch shares, or any rightsoptions, warrants warrants, calls, subscriptions or options other rights to acquire any convertible such shares or capital stockother convertible or exchangeable securities, other than the such issuance of Shares, Shares pursuant to the exercise of Options outstanding on the date hereof, or (B) any other securities in respect of, in lieu of this Agreement or pursuant in substitution for, Shares outstanding on the date hereof, (ii) purchase, repurchase, redeem or otherwise acquire, or propose to purchase, repurchase, redeem or otherwise acquire, any outstanding shares of capital stock of the Stock Option Agreement; Company, (ciii) declare, set aside or pay any dividend or other distribution on any Shares, or redeem or otherwise acquire any shares of capital stock of the Company, (whether in cashiv) propose or adopt any amendments to its Restated Certificate of Incorporation or By-Laws (v) issue, shares sell, pledge, dispose of, grant, encumber, or property authorize the issuance, sale, pledge, disposition, grant or any combination thereof) in respect encumbrance of any class or series of its capital stock other than between any material assets of the Company or any subsidiary, except in the ordinary course of business and any Subsidiary which is wholly-owned by the Companyin a manner consistent with past practice; (dvi) splitreclassify, combine, subdividesplit, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, subdivide any shares of its capital stock; (vii) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any material amount of its assets, other shares; (e) except for (A) increases than pending acquisitions or minority investments, in salaryeach case publicly announced prior to the date hereof, wages and benefits or, with respect to the acquisition of non-executive officers or employees of the Company or the Subsidiaries assets, in the ordinary course of business consistent with past practice, (Bviii) increases in salary, wages and benefits granted to officers and employees of the Company incur any indebtedness for borrowed money or the Subsidiaries in conjunction with new hires, promotions issue any debt securities or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guaranteeguarantee or endorse, endorse or otherwise become liable or responsible (whether directlyfor, contingently or otherwise) for the obligations of any other person, or (iv) make any loansloans or advances, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have in a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business manner consistent with past practice; (ix) authorize, enter intoor make any commitment with respect to (A) any capital expenditures in excess of $250,000 in the aggregate per month, modify, amend or terminate (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license single capital expenditure which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any excess of the foregoing actions. SECTION 6.02$50,000 or

Conduct of Business of the Company. Except as required contemplated by this Agreement or with as described in Section 4.1 of the prior written consent of ParentCompany Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time, the Company will will, and will cause each of the Subsidiaries to its subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice with no less diligence and will effort than would be applied in the absence of this Agreement, use its best commercially reasonable efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the its current business organization of the Company and each of the Subsidiariesorganizations, to keep available the services service of its and their present current officers and key employees and to preserve the goodwill of those its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business relationships dealings with itit with the intention that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality to of the foregoing, except as otherwise expressly provided in this Agreement and except as otherwise required by this Agreement or as set forth described in Section 6.01 4.1 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule, prior to the Effective Time, neither the Company nor any of its subsidiaries will, without the prior written consent of Parent, which consent shall not unreasonably be withheld: (a) adopt any amendment to amend its charter Certificate of Incorporation or by-laws bylaws (or comparable organizational documentsother similar governing instrument); (b) except authorize for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Companyissuance, issue, reissue sell, deliver or agree or commit to issue, sell or authorize deliver (whether through the issuanceissuance or granting of options, reissuance warrants, commitments, subscriptions, rights to purchase or sale of additional shares of capital otherwise) any stock of any classclass or any other debt or equity securities or equity equivalents (including any stock options or stock appreciation rights) except for (i) grants of options under the Company Plans up to the amounts set forth on Section 4.1(b) of the Company Disclosure Schedule, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than (ii) the issuance and sale of Shares, Shares pursuant to Options outstanding on options granted under the Company Plans prior to the date of this Agreement or pursuant to the Stock Option Agreementhereof; (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, shares stock or property or any combination thereof) in respect of its capital stock, make any class other actual, constructive or series deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of its subsidiaries except as may be required under any Company Option or any other than between any agreement set forth in Section 4.1(c) of the Company and any Subsidiary which is wholly-owned by the CompanyDisclosure Schedule; (d) splitadopt a plan of complete or partial liquidation, combinedissolution, subdividemerger, reclassify consolidation, restructuring, recapitalization or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares other reorganization of its capital stock, the Company or any of its subsidiaries (other sharesthan the Merger); (e) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of any subsidiary; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities in each case, except for (A) increases in salary, wages and benefits borrowings under existing lines of non-executive officers or employees of the Company or the Subsidiaries credit in the ordinary course of business consistent with past practicepractices, (B) increases in salary, wages and benefits granted or modify or agree to officers and employees any amendment of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course terms of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or foregoing; (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or person except for obligations of subsidiaries of the Company incurred in the ordinary course of business consistent with past practices; (iviii) make any loans, advances or capital contributions to, to or investments in, in any other person except (other than to subsidiaries of the Company or customary loans or advances to employees in each case in the ordinary course of business consistent with past practice and except for loans, advances, practice); (iv) pledge or otherwise encumber shares of capital contributions or investments between any Subsidiary wholly-owned by the Company and stock of the Company or another Subsidiary wholly-owned any of its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon; (g) except as may be required by Applicable Law, enter into, adopt or amend or terminate any bonus, special remuneration, compensation, severance, stock option, stock purchase agreement, retirement, health, life, or disability insurance, severance or other employee benefit plan agreement, trust, fund or other arrangement for the Companybenefit or welfare of any director, officer, employee or consultant in any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units), except as set forth in Section 4.1(g) of the Company Disclosure Schedule; (h) make grant any tax election severance or termination pay to any director, officer, employee or consultant, except payments made pursuant to written agreements outstanding on the date hereof, the material terms of which are disclosed on Section 4.1(h) of the Company Disclosure Schedule or as required by applicable federal, state or local law or regulations; (i) except as set forth in Section 4.1(i) of the Company Disclosure Schedule, exercise its discretion or otherwise voluntarily accelerate the vesting of any Company Stock Option as a result of the Merger, any other change of control of the Company (as defined in the Company Plans) or otherwise. (j) (1) acquire, sell, lease, license, transfer or otherwise dispose of any material assets in any single transaction or series of related transactions (including in any transaction or series of related transactions having a fair market value in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate), other than sales of its products and licenses of software in the ordinary course of business consistent with past practices, (2) enter into any exclusive license, distribution, marketing, sales or other agreement, (3) enter into any agreement with a person whereby such person would provide product development or similar services if the term of such agreement exceeds forty-five (45) days or provides for payments that could exceed Fifty Thousand Dollars ($50,000) for any single agreement or One Hundred Thousand Dollars ($100,000) for all such agreements, or (4) sell, transfer or otherwise dispose of any Intellectual Property; (k) except as may be required as a result of a change in law or in generally accepted accounting principles, materially change any of the accounting principles, practices or methods used by it; (l) revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business consistent with past practices; (m) (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other entity or division thereof or any equity interest therein; (ii) enter into any contract or agreement that would have be material to the Company and its subsidiaries, taken as a whole other than a non-exclusive license agreement or a service agreement with end-users entered into in the ordinary course of business consistent with past practices; (iii) amend, modify or waive any material effect on the tax liability right under any material contract of the Company or any of its subsidiaries; (iv) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the Subsidiaries date hereof in any material manner that is adverse to the Company or any of its subsidiaries; (v) authorize any additional or new capital expenditure or expenditures in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate in any calendar quarter, if any such expenditure or expenditures are not listed in the capital budget attached as Section 4.1 (m)(v) of the Company Disclosure Schedule; provided that nothing in the foregoing clause (v) shall limit any capital expenditure required pursuant to existing customer contracts; or (vi) authorize any new or additional manufacturing capacity expenditure or expenditures for any manufacturing capacity contracts or arrangements; (n) make or revoke any material tax election or settle or compromise any material income tax liability or permit any material insurance policy naming it as a beneficiary or loss-payable to expire, or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Parent is obtained and in effect; (o) fail to file any Tax Returns when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (p) fail to pay any material Taxes or other material debts when due; (q) settle or compromise any pending or threatened suit, action or claim that (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of suits, actions, or claims which would involve more than One Hundred Thousand Dollars ($100,000) in the aggregate, or that would otherwise be material to the Company or relates to any Intellectual Property matters, provided that the Company may settle the dispute with Summit Software for up to the amount disclosed in Section 4.1(q) of the Company Disclosure Schedule; (r) take any action or fail to take any action that could reasonably be expected to (i) limit the utilization of any of the net operating losses, built-in losses, tax credits or other similar items of the Company or its subsidiaries under Section 382, 383, 384 or 1502 of the Subsidiaries that would materially affect Code and the aggregate tax liability of Treasury Regulations thereunder, or (ii) cause any transaction in which the Company or any of its subsidiaries was a party that was intended to be treated as a reorganization under Section 368(a) of the SubsidiariesCode to fail to qualify as a reorganization under Section 368(a) of the Code; or (is) except other than licensing and distribution contracts and agreements with end-user customers entered into in the ordinary course of business consistent with past practice, enter intointo any licensing, modifydistribution, amend or terminate any loan or credit agreementsponsorship, note, bond, mortgage, indenture, lease advertising or other agreementsimilar contracts, instrumentagreements, permit, concession, franchise or license obligations which is material may not be canceled without penalty by the Company or its subsidiaries upon notice of 45 days or less or which provide for payments by or to the Company or its subsidiaries in an amount in excess of One Hundred Thousand Dollars ($100,000) over the term of the agreement; (t) Take any action, or omit to take any action, that would be reasonably likely to interfere with Parent's ability to account for the Merger as a pooling of interests, whether or not otherwise permitted by the provisions of this Article 4; (u) Fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder; (v) Engage in any willful action with the Subsidiaries intent to directly or waive, release or assign indirectly adversely impact any material rights or claimsof the transactions contemplated by this Agreement; or (jw) take or agree in writing or otherwise to take any of the foregoing actionsactions described in Sections 4.1(a) through 4.1(v) (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of the Company contained in this Agreement (including the exhibits hereto) untrue or incorrect). SECTION 6.02Section 4.2.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with and in the prior written consent of ParentDisclosure Letter, during the period from the date of this Agreement to the Effective TimeDate, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best all commercially reasonable efforts and will cause each of the Subsidiaries to use its best efforts, consistent with prudent business practice to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present current officers and key employees and to preserve the goodwill of maintain existing relationships with those having significant business relationships with itthe Company and its subsidiaries, in each case in all material respects. Without limiting the generality to of the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Statement, Letter and except as otherwise expressly provided in or contemplated by this Agreement or the Company will not, and will not permit any of the Subsidiaries toDisclosure Letter, prior to the Effective Timetime specified in the preceding sentence, neither the Company nor any of its subsidiaries, as the case may be, will, without the prior written consent of Parent: the Parent (a) adopt any amendment not to its charter or by-laws or comparable organizational documents; be unreasonably withheld), (bi) except for issuances of capital stock of the Subsidiaries Company's subsidiaries to the Company, Company or to a wholly-owned Subsidiary subsidiary of the Company, issue, reissue or sell or pledge, or authorize or propose the issuance, reissuance sale or sale pledge of additional shares of capital stock of any class(A) Company Securities or Subsidiary Securities, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stockin each case, other than Shares issuable upon exercise or vesting of the issuance of Shares, Rights or allocations or issuances pursuant to Options the Stock Plans or the exercise of rights under any Plan or any agreement referred to in Section 3.02 of the Disclosure Letter, or (B) any other securities in respect of, in lieu of or in substitution for Shares outstanding on the date of this Agreement or pursuant to the Stock Option Agreementhereof; (cii) otherwise acquire or redeem, directly or indirectly, any Company Securities or Subsidiary Securities (including the Shares); (iii) split, combine or reclassify its capital stock or declare, set aside aside, make or pay any dividend or other distribution (whether in cash, shares stock or property or any combination thereofproperty) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, on any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets its subsidiaries (other than inventory) which are material cash dividends paid to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02the

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of Parentas set forth in Schedule 6.01, during the period from the date of this Agreement to the Effective Time, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to their ordinary and usual course of business and consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement Agreement, or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule 6.01, prior to the Effective Time, neither the Company nor any of it subsidiaries, as the case may be, will, without the prior written consent of Parent: the Purchaser, (ai) adopt any amendment to its charter issue, sell, pledge or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companyencumber, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale, pledge or sale encumbrance of additional (A) any shares of capital stock of any classclass (including the shares of Common Stock or Preferred Stock), or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company or any of its subsidiaries for such shares, other than the issuance shares of SharesCommon Stock issuable upon exercise of currently outstanding Options, pursuant to Options or (B) any other securities in respect of, in lieu of or in substitution for shares of Common Stock or Preferred Stock outstanding on the date of this Agreement or pursuant to the Stock Option Agreementhereof; (cii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or redeem, purchase or otherwise acquire, any of its outstanding securities (including the shares of Common Stock and Preferred Stock) or declare any dividends on Common Stock or Preferred Stock; (iii) split, combine or reclassify any shares of its capital stock, stock or declare or pay any dividend or distribution on any shares of its other sharescapital stock of the Company; (eiv) except pursuant to agreements or arrangements in effect on the date hereof which have been disclosed to the Purchaser, authorize any capital expenditure in excess of $50,000 in the aggregate, make any acquisition or disposition of a material amount of assets or securities, or, except for (A) increases in salaryroutine contracts with customers and clients consistent with past practices, wages and benefits of non-executive officers enter into or employees amend or terminate any contract, material to the business of the Company and its subsidiaries taken as a whole, or release or relinquish any contact rights or claims, material to the Subsidiaries business of the Company and its subsidiaries taken as a whole; (v) pledge or encumber any material assets of the Company except in the ordinary course of business consistent with past practicebusiness; (vi) except for loans from Purchaser or Sub, incur any long-term debt for borrowed money or short-term debt for borrowed money in an aggregate amount in excess of $10,000; (Bvii) increases in salary, wages and benefits granted propose or adopt any amendments to officers and employees the Articles of the Company Incorporation or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee By- Laws of the Company or any of the Subsidiaries its subsidiaries; (viii) adopt a plan of complete or (iv) establish, adopt, enter into, partial liquidation or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements resolutions providing for the benefit complete or welfare partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practiceits subsidiaries; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iiiix) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or person except wholly owned subsidiaries of the Company in the ordinary course of business and consistent with past practice; (ivx) make any loans, advances or capital contributions to, or investments in, any other person (other than loans or advances to subsidiaries and loans or advances to employees in accordance with past practices); (xi) except as required by applicable Laws, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, severance, termination, employment or other employee benefit plan, agreement, trust, fund, policy or other arrangement for the benefit or welfare of any registered representative, agent, employee or director or former employee or director or, except as required by applicable Laws or in the ordinary course of business, increase the compensation or fringe benefits of any employee or pay any employee or pay any benefit not required by any existing plan, arrangement or agreement; (xii) make any tax election or settle or compromise any federal, state, local or foreign income tax liability, except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (jxiii) agree in writing or otherwise to take any of the foregoing actionsactions or (xiv) fail to comply in all material respects with all applicable Laws. SECTION 6.02Following the date of this Agreement, the Company will review its financing documents to determine if the consent of any third party is required in connection with the transactions contemplated hereby. If following such review, the Company becomes actually aware that any such consent is required, it will so notify the Purchaser, and the parties hereto shall use their respective best efforts to secure such consent; provided, however, that for this purpose "best efforts" shall not require the Company or the Purchaser to make any payment in order to secure any such consents.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with and in the prior written consent of ParentDisclosure Letter, during the period from the date of this Agreement to the Effective TimeDate, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best all commercially reasonable efforts and will cause each of the Subsidiaries to use its best efforts, consistent with prudent business practice to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present current officers and key employees and to preserve the goodwill of maintain existing relationships with those having significant business relationships with itthe Company and its subsidiaries, in each case in all material respects. Without limiting the generality to of the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Statement, Letter and except as otherwise expressly provided in or contemplated by this Agreement or the Company will not, and will not permit any of the Subsidiaries toDisclosure Letter, prior to the Effective Timetime specified in the preceding sentence, neither the Company nor any of its subsidiaries, as the case may be, will, without the prior written consent of Parent: the Parent (a) adopt any amendment not to its charter or by-laws or comparable organizational documents; be unreasonably withheld), (bi) except for issuances of capital stock of the Subsidiaries Company's subsidiaries to the Company, Company or to a wholly-owned Subsidiary subsidiary of the Company, issue, reissue or sell or pledge, or authorize or propose the issuance, reissuance sale or sale pledge of additional shares of capital stock of any class(A) Company Securities or Subsidiary Securities, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stockin each case, other than Shares issuable upon exercise or vesting of the issuance of Shares, Rights or allocations or issuances pursuant to Options the Stock Plans or the exercise of rights under any Plan or any agreement referred to in Section 3.02 of the Disclosure Letter, or (B) any other securities in respect of, in lieu of or in substitution for Shares outstanding on the date of this Agreement or pursuant to the Stock Option Agreementhereof; (cii) otherwise acquire or redeem, directly or indirectly, any Company Securities or Subsidiary Securities (including the Shares); (iii) split, combine or reclassify its capital stock or declare, set aside aside, make or pay any dividend or other distribution (whether in cash, stock or property) on any shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its subsidiaries (other sharesthan cash dividends paid to the Company by its wholly-owned subsidiaries with regard to their capital stock); (eiv) except for (A) increases make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, in salaryeach case involving the payment or receipt of consideration of $10,000,000 or more outside the ordinary and usual course of business consistent with past practice in all material respects, wages and benefits or (B) other than in the ordinary course of nonbusiness, enter into a material contract or grant any release or relinquishment of any material contract rights; (v) incur or assume any long-executive officers or employees of the Company or the Subsidiaries term debt for borrowed money except for debt incurred in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are all material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent respects with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iiivi) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other personperson except wholly-owned subsidiaries of the Company, or except in the ordinary course of business consistent in all material respects with past practice; (vii) except in connection with transactions permitted by (iv) above, make any loans, advances or capital contributions to, or investments in, any other person (other than wholly-owned subsidiaries of the Company) the aggregate in excess of $10,000,000, except in the ordinary course of business consistent in all material respects with past practice and practice; (viii) change any of the accounting principles or practices used by it or any of its subsidiaries, except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned as required by the Company and the Company SEC or another Subsidiary wholly-owned required by the CompanyUnited States generally accented accounting principles; (hix) make adopt any tax election that would have a material effect on amendments to the tax liability Restated Certificate of Incorporation or Bylaws (or similar documents) of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariessubsidiary; (ix) except as, may be required under any previously existing agreement or Plan, grant any stock related awards; (xi) enter into any new, or amend any existing, employee benefit, pension or other plan (whether or not subject to ERISA), employment, severance, consulting or salary continuation agreements with any officers, directors or key employees, or grant any increases in the ordinary course of business consistent with past practicecompensation or benefits to officers, directors and key employees; (xii) enter into, modifyamend, amend or extend any material collective bargaining or other labor agreement, except as required by law; (xiii) adopt, make any material amendment to or terminate any loan material employee benefit plan except as required by law or credit agreement, note, bond, mortgage, indenture, lease to maintain tax qualified status or as requested by the Internal Revenue Service in order to receive a determination letter for such employee benefit plan; (xiv) merge or consolidate with or transfer all or substantially all of its assets to another corporation or other agreementbusiness entity or individual, instrument(xv) liquidate, permit, concession, franchise wind-up or license which is material to the Company and the Subsidiaries dissolve (or waive, release suffer any liquidation or assign any material rights or claimsdissolution); or (jxvi) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with as described in Section 4.1 of the prior written consent of ParentCompany Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time, the Company will and will cause each of the Subsidiaries its subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and will effort than would be applied in the absence of this Agreement, use its best commercially reasonable efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the its current business organization of the Company and each of the Subsidiariesorganizations, to keep available the services service of its and their present current officers and key employees and to preserve the goodwill of those its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business relationships dealings with itit with the intention that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality to of the foregoing, except as otherwise expressly provided in this Agreement and except as otherwise required by this Agreement or as set forth described in Section 6.01 4.1 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule, prior to the Effective Time, neither the Company nor any of its subsidiaries will, without the prior written consent of Parent: (a) adopt any amendment to amend its charter Certificate of Incorporation or by-laws bylaws (or comparable organizational documentsother similar governing instrument); (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other debt or equity securities or equity equivalents (including any stock options or stock appreciation rights) except for issuances the issuance and sale of capital stock of Shares pursuant to options granted under the Subsidiaries Company Plans prior to the Company, or to a wholly-owned Subsidiary date hereof and except for grants of options in the ordinary course of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement's business consistent with past practices; (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, shares stock or property or any combination thereof) in respect of its capital stock, make any class other actual, constructive or series deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of its subsidiaries except as may be required under the Indenture, any Company Option or any other than between any agreement set forth in Section 4.1(c) of the Company and any Subsidiary which is wholly-owned by Disclosure Schedule, provided that the CompanyCompany shall not reduce, or agree to reduce, the conversion price of the Subordinated Notes; (d) splitadopt a plan of complete or partial liquidation, combinedissolution, subdividemerger, reclassify or redeemconsolidation, purchase or otherwise acquirerestructuring, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions recapitalization or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee reorganization of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets its subsidiaries (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practiceMerger); (ge) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of any subsidiary; (f) (i) incur, incur or assume or pre-pay any long-term debt or incur or assume any short-term debtdebt or issue any debt securities in each case, except that the Company and the Subsidiaries may incur, assume or pre-pay debt for borrowings under existing lines of credit in the ordinary course of business consistent with past practice under existing lines business, or modify or agree to any amendment of credit, the terms of any of the foregoing (including the Subordinated Notes); (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or person except for obligations of subsidiaries of the Company incurred in the ordinary course of business; (iviii) make any loans, advances or capital contributions to, to or investments in, in any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability other than to subsidiaries of the Company or the Subsidiaries customary loans or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except advances to employees in each case in the ordinary course of business consistent with past practice); (iv) pledge or otherwise encumber shares of capital stock of the Company or any of its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon; (g) except as may be required by Applicable Law, enter into, modify, adopt or amend or terminate any loan or credit bonus, special remuneration, compensation, severance, stock option, stock purchase agreement, noteretirement, bondhealth, mortgagelife, indentureor disability insurance, lease severance or other employee benefit plan agreement, trust, fund 24 30 or other arrangement for the benefit or welfare of any director, officer, employee or consultant in any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units); (h) grant any severance or termination pay to any director, officer, employee or consultant, except payments made pursuant to written agreements outstanding on the date hereof, the terms of which are in all material respects completely and correctly disclosed on Schedule 4.1(j) or as required by applicable federal, state or local law or regulations; (i) exercise its discretion or otherwise voluntarily accelerate the vesting of any Company Stock Option as a result of the Merger, any other change of control of the Company (as defined in the Company Plans) or otherwise. (j) (1) acquire, sell, lease, license, transfer or otherwise dispose of any material assets in any single transaction or series of related transactions (including in any transaction or series of related transactions having a fair market value in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate), other than sales of its products and licenses of software in the ordinary course of business consistent with past practices, (2) enter into any exclusive license, distribution, marketing, sales or other agreement, instrument(3) enter into a "development services" or other similar agreement with Thinkit Technologies, permitInc., concessionor (4) sell, franchise transfer or license which is otherwise dispose of any Intellectual Property; (k) except as may be required as a result of a change in law or in generally accepted accounting principles, materially change any of the accounting principles, practices or methods used by it; (l) revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business; (m) (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other entity or division thereof or any equity interest therein; (ii) enter into any contract or agreement that would be material to the Company and the Subsidiaries its subsidiaries, taken as a whole; (iii) amend, modify or waive, release or assign waive any right under any material rights contract of the Company or claimsany of its subsidiaries; (iv) modify its standard warranty terms for its products or amend or modify any product warranties in effect as of the date hereof in any material manner that is adverse to the Company or any of its subsidiaries; (v) authorize any additional or new capital expenditure or expenditures in excess of One Million Dollars ($1,000,000) in the aggregate in any calendar quarter, if any such expenditure or expenditures are not listed in the capital budget attached as Section 4.1(m)(v) of the Company Disclosure Schedule; provided that nothing in the foregoing clause (v) shall limit any capital expenditure required pursuant to existing customer contracts; or (jvi) authorize any new or additional manufacturing capacity expenditure or expenditures for any manufacturing capacity contracts or arrangements; (n) make any material tax election or settle or compromise any material income tax liability or permit any material insurance policy naming it as a beneficiary or loss-payable to expire, or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Parent is obtained and in effect; (o) fail to file any Tax Returns when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (p) fail to pay any Taxes or other material debts when due; (q) settle or compromise any pending or threatened suit, action or claim that (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which would involves more than One Million Dollars ($1,000,000) or that would otherwise be material to the Company or relates to any Intellectual Property matters; (r) take any action or fail to take any action that could reasonably be expected to (i) limit the utilization of any of the net operating losses, built-in losses, tax credits or other similar items of the 25 31 Company or its subsidiaries under Section 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder, or (ii) cause any transaction in which the Company or any of its subsidiaries was a party that was intended to be treated as a reorganization under Section 368(a) of the Code to fail to qualify as a reorganization under Section 368(a) of the Code; or (s) take or agree in writing or otherwise to take any of the foregoing actionsactions described in Sections 4.1(a) through 4.1(q) (and it shall use all reasonable efforts not to take any action that would make any of the representations or warranties of the Company contained in this Agreement (including the exhibits hereto) untrue or incorrect). SECTION 6.02Section 4.2.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of Parentthe Purchasers, during the period from the date of this Agreement to the Effective TimeClosing Date, the Company will and will cause each of the Subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort then would be applied in the absence of this Agreement, will use its reasonable best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the SubsidiariesCompany, to keep available the services of its and their the present officers and key employees of the Company and to preserve the goodwill good will of those customers, suppliers and all other Persons having business relationships with itthe Company. Without limiting the generality to of the foregoing, and except as otherwise required contemplated by this Agreement or as set forth in Section 6.01 of Agreement, prior to the Company Disclosure StatementClosing Date, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parentthe Purchasers, which consent will not be unreasonably withheld or delayed: (a) adopt engage in any amendment to transaction (including, without limitation, capital expenditures) out of the ordinary course of its charter or by-laws or comparable organizational documentsbusiness and consistent with past practices; (b) except for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Company, issue, reissue or sell sell, or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares securities or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect dispose of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) assets or properties except for (A) increases in salaryto the extent these are used, wages and benefits of non-executive officers retired or employees of the Company or the Subsidiaries replaced in the ordinary course of business consistent with past practiceits business; (d) fail to keep in force any governmental licenses, (B) increases in salarypermits, wages and benefits granted to officers and employees of authorizations, consents or approvals required by the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages to own its assets and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable properties or to become payable carry on its business as currently conducted; (e) fail to keep in force its directors, officers or key employees Intellectual Property rights; (whether from the Company or f) fail to perform all material obligations required to be performed by it under any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practiceContractual Obligations; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course enter into transactions with affiliates of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on pay dividends to, or redeem the tax liability shares of, stockholders of the Company other than pursuant to an existing restricted stock purchase agreement with current or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariesformer employees; and (i) except in amend the ordinary course Certificate of business consistent with past practice, enter into, modify, amend Incorporation or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any Bylaws of the foregoing actions. SECTION 6.02Company.

Conduct of Business of the Company. Except as required expressly contemplated by this Agreement or with as set forth in Section 5.1 of the prior written consent of ParentCompany Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, the Company will will, and will cause each of the its Subsidiaries to to, conduct its respective operations only in the according to its ordinary and usual course of business and consistent with past practice and will 16 use its best reasonable efforts and will cause each of the Subsidiaries to use its best efforts, to (i) preserve intact the its business organization of the Company and each of the Subsidiariesorganizations' goodwill, to (ii) keep available the services of its and their present officers and key employees employees, and to (iii) preserve the goodwill of those and business relationships with suppliers, distributors and others having business relationships with it. Without limiting the generality to of the foregoing, and except as otherwise required expressly contemplated by this Agreement or as set forth in Section 6.01 5.1 of the Company Disclosure StatementSchedule, prior to the Effective Time, the Company will not, and the Company will cause its Subsidiaries not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent: Parent (such consent, except in the cases of clauses (a), (h) and (i) below, not to be unreasonably withheld): (a) adopt issue, sell, pledge or otherwise dispose of, grant or otherwise create any amendment to its charter additional shares of, or by-laws authorize or comparable organizational documents; (b) except for issuances propose the issuance, sale, pledge, disposal, grant or creation of any shares of capital stock of the Subsidiaries to the CompanyCompany and its Subsidiaries, or to a wholly-owned Subsidiary of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares securities convertible into capital stock of any classor exchangeable for such shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible or exchangeable securities, other than the issuance of Shares, Shares pursuant to the exercise of Options or Warrants as outstanding on the date of this Agreement hereof or otherwise issuable pursuant to the Stock Option Agreementautomatic grant provisions of the 1996 Plan as in effect on the date hereof, relating to director options; (cb) declarepurchase, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase redeem or otherwise acquireacquire or retire, or propose offer to purchase, redeem or purchase otherwise acquire or otherwise acquireretire, any shares of its capital stock, other than in transactions between the Company and its wholly-owned subsidiaries and any required repurchases of options or stock upon termination of employment to the extent required by agreements in effect on the date hereof; (c) declare, set aside, make or pay any dividend or distribution, payable in cash, stock, property or otherwise, on any shares of its capital stock (other shares; (e) except for (A) increases in salary, wages and benefits of nonthan dividends paid by wholly-executive officers or employees owned Subsidiaries of the Company to the Company); (d) other than with respect to intercompany payables and receivables and intercompany debt, incur or the Subsidiaries become contingently liable with respect to any indebtedness or guarantee of any indebtedness or issue any debt securities other than indebtedness incurred to finance working capital requirements in the ordinary course of business consistent with past practice; (e) merge, (B) increases consolidate with or consummate any other business combination with any person or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in salary, wages and benefits granted to officers and employees or a substantial portion of the Company assets of, or the Subsidiaries in conjunction with new hiresby any other manner, promotions any business or any corporation, partnership, association or other changes in job status in the ordinary course of business consistent with past practiceentity; (f) sell, or lease, license (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements other than exhibition licenses entered into in the ordinary course of business consistent with past practice), mortgage, transfer or otherwise dispose of any properties or assets which are material to the Company and its Subsidiaries, taken as a whole; (g) except as disclosed in Section 5.1 of the Company Disclosure Schedule or as may be required by applicable law or by contracts existing as of the date hereof, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees, except for non-officer employees (whether from and production and talent personnel, increases in the Company or any ordinary course of the Subsidiaries), or business consistent with past practice; (ii) pay enter into any benefit not required by written employment agreement with any existing plan or arrangement (includingemployee, except in the ordinary course of business which, in any event, shall be terminable, without limitationpenalty, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or on not more than six months notice; (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the inconsistent with Company or any of the Subsidiaries policy; or (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take any action to accelerate any rights or benefits under any collective bargainingbargaining agreement, bonus, profit sharing, thrift, compensation, any stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a wholeoption plan, or any material Benefit Plan; (h) enter into any programming commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practiceenter into any local marketing, enter intojoint marketing or similar agreements, modify, modify or amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material such existing agreements on terms less favorable to the Company and than such existing agreements, if such terms would, individually or in the Subsidiaries or waiveaggregate, release or assign any material rights or claimshave a Company Material Adverse Effect; or (j) agree incur any commitments for capital expenditures (as such term is used in writing or otherwise to take accordance with generally accepted accounting principles) in excess of $10,000,000 in any of the foregoing actionstwelve month period. SECTION 6.0217

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of Parentas set forth in Schedule 6.01, during the period from the date of this Agreement to the Effective Time, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule 6.01, prior to the Effective Time, neither the Company nor any of it subsidiaries, as the case may be, will, without the prior written consent of Parent: the Purchaser, (ai) adopt any amendment to its charter issue, sell, pledge or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companyencumber, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale, pledge or sale encumbrance of additional (A) any shares of capital stock of any classclass (including the shares of Common Stock), or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company or any of its subsidiaries for such shares, other than the issuance shares of SharesCommon Stock issuable upon exercise of currently outstanding Options, pursuant to Options or (B) any other securities in respect of, in lieu of or in substitution for shares of Common Stock outstanding on the date of this Agreement or pursuant to the Stock Option Agreementhereof; (cii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or redeem, purchase or otherwise acquire, any of its outstanding securities (including the shares of Common Stock); (iii) split, combine or reclassify any shares of its capital stock, stock or declare or pay any dividend or distribution on any shares of its other sharescapital stock of the Company; (eiv) except for pursuant to agreements or arrangements in effect on the date hereof which have been disclosed to the Purchaser, authorize any capital expenditure in excess of $500,000 in the aggregate, make any acquisition or disposition of a material amount of assets (Aother than inventory) increases in salaryor securities, wages and benefits of non-executive officers enter into or employees amend or terminate any contract, material to the business of the Company and its subsidiaries taken as a whole, or release or relinquish any contact rights or claims, material to the Subsidiaries business of the Company and its subsidiaries taken as a whole; (v) pledge or encumber any material assets of the Company except in the ordinary course of business; (vi) incur any long-term debt for borrowed money or short-term debt for borrowed money in an aggregate amount in excess of $100,000.00 except for debt incurred in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, to fund working capital needs; (vii) propose or adopt any amendments to the granting Articles of stock optionsIncorporation or By-Laws of the Company; (viii) adopt a plan of complete or partial liquidation or resolutions providing for the complete or partial liquidation, stock appreciation rightsdissolution, shares of restricted stock or performance units)merger, or (iii) grant any severance or termination pay to (except pursuant to existing agreementsconsolidation, plans or policies and as required by such agreementsrestructuring, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer recapitalization or other key employee reorganization of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practiceits subsidiaries; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iiiix) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or person except wholly owned subsidiaries of the Company in the ordinary course of business and consistent with past practice; (ivx) make any loans, advances or capital contributions to, or investments in, any other person (other than loans or advances to subsidiaries and customer loans or advances to employees in accordance with past practices); (xi) except as required by applicable laws, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, severance, termination, employment or other employee benefit plan, agreement, trust, fund, policy or other arrangement for the benefit or welfare of any employee or director or former employee or director or, except as required by applicable laws, increase the compensation or fringe benefits of any employee or pay any employee or pay any benefit not required by any existing plan, arrangement or agreement; (xii) make any tax election or settle or compromise any federal, state, local or foreign income tax liability, except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (jxiii) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02Following the date of this Agreement, the Company will review its financing documents to determine if the consent of any third party is required in connection with the transactions contemplated hereby. If following such review, the Company becomes actually aware that any such consent is required, it will so notify the Purchaser, and the parties hereto shall use their respective best efforts to secure such consent; provided, however, that for this purpose "best efforts" shall not require the Company or the Purchaser to make any payment in order to secure any such consents.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with as described in Section 4.1 of the prior written consent of ParentCompany Disclosure Schedule, during the period from the date of this Agreement hereof to the Effective Time, the Company will and will cause each of the Subsidiaries its subsidiaries to conduct its operations only in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and will use its best efforts and will cause each effort than would be applied in the absence of the Subsidiaries to use its best effortsthis Agreement seek, to preserve intact the its current business organization of the Company and each of the Subsidiariesorganizations, to keep available the services service of its and their present current officers and key employees and to preserve the goodwill of those its relationships with customers, suppliers and others having business relationships dealings with itit to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement or as set forth described in Section 6.01 4.1 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries toSchedule, prior to the Effective Time, neither the Company nor any of its subsidiaries will, without the prior written consent of ParentParent and Acquisition: (a) adopt any amendment to amend its charter Certificate of Incorporation or by-laws bylaws (or comparable organizational documentsother similar governing instrument); (b) except for issuances of capital stock amend the Company Rights Agreement in any manner that would permit any person to acquire more than 20% of the Subsidiaries to the CompanyShares, or to a wholly-owned Subsidiary of redeem the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option AgreementCompany Rights; (c) authorize for issuance, issue, sell, deliver or agree or commit to issue sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights) except for the issuance and sale of Shares pursuant to options previously granted under the Company Plans; (d) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, shares stock or property or any combination thereof) in respect of its capital stock except for quarterly cash dividends not in excess of $0.06 per Share paid in accordance with past practice, make any class other actual, constructive or series deemed distribution in respect of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquiremake any payments to stockholders in their capacity as such, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or acquire any of its other sharessecurities or any securities of any of subsidiaries; (e) except for (A) increases in salaryadopt a plan of complete or partial liquidation, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practicedissolution, (B) increases in salarymerger, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hiresconsolidation, promotions restructuring, recapitalization or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee reorganization of the Company or any of its subsidiaries (other than the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulationMerger); - 19 - 20 (f) acquirealter through merger, sellliquidation, lease reorganization, restructuring or dispose any other fashion the corporate structure of ownership of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practicesubsidiary; (gg)(i) (i) incur, incur or assume or pre-pay any long-term debt or incur or assume any short-term debt, debt or issue any debt securities except that the Company and the Subsidiaries may incur, assume or pre-pay debt for borrowings under existing lines of credit in the ordinary course of business consistent with past practice under existing lines of credit, business; (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by obligations of subsidiaries of the Company and incurred in the Company or another Subsidiary wholly-owned by the Companyordinary course of business; (hiii) make any tax election that would have a material effect on the tax liability loans, advances or capital contributions to or investments in any other person (other than to subsidiaries of the Company or the Subsidiaries customary loans or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except advances to employees in each case in the ordinary course of business consistent with past practice) (iv) pledge or otherwise encumber shares of capital stock of the Company or its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than Tax Liens for Taxes not yet due); (h) except as may be required by law, enter into, modify, into adopt or amend or terminate any loan or credit bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, notepension, bondretirement, mortgagedeferred compensation, indentureemployment, lease severance or other employee benefit agreement, instrumenttrust, permitplan, concession, franchise fund or license which is material to other arrangement for the Company and the Subsidiaries benefit or waive, release or assign welfare of any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02A-23

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during During the period from the date of this Agreement to the Effective TimeSecond Closing Date, the Company will and will cause each of its Subsidiaries shall conduct their respective operations only according to their ordinary and usual course of business consistent with past practice and use their commercially reasonable best efforts to preserve intact their respective business organizations, keep available the services of their officers and employees and maintain satisfactory relationships and goodwill with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with them. Notwithstanding the immediately preceding sentence, prior to the Second Closing Date, except as may be first approved in writing by the Acquiror or as is otherwise permitted or required by this Agreement, the Company and each of its Subsidiaries shall (a) refrain from amending or modifying the Company's and each of its Subsidiaries' respective Articles of Incorporation and/or By-Laws (or equivalent governing documents) except as provided in clause (g) below, (b) refrain from increasing beyond the levels in effect on the date of this Agreement the compensation payable or to become payable by the Company and each of its Subsidiaries to conduct any officer, employee or agent being paid or who would be paid $60,000 per year or more on the Company Balance Sheet Date, except for increases which are determined by the Company or its operations only Subsidiaries at year-end to be in the best interests of the Company and are made in the ordinary course of business and are consistent with past practice, (c) except for (i) year-end bonuses to employees, other than the executives listed on SCHEDULE 6.1(C) hereto, in the ordinary course of business consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiariesits Subsidiaries and (ii) Bonus Payments to those Company's executives listed on SCHEDULE 6.1(C) hereto, refrain from making any bonus, pension, retirement or insurance payment or arrangement to keep available the services or with any such persons except those that may have already been accrued (all such permitted Bonus Payments and bonus payments in respect of its 1997 and their present officers and key employees and to preserve the goodwill that portion of those having business relationships with it. Without limiting the generality to the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, 1998 prior to the Effective TimeSecond Closing Date shall have been declared and, without the prior written consent of Parent: (a) adopt any amendment to its charter or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to if not paid, accrued and reflected as a reduction on the Company's Preliminary Closing Balance Sheet), or to a wholly-owned Subsidiary of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify refrain from entering into any contract or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) commitment except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries contracts in the ordinary course of business consistent with past practice, (Be) increases in salaryrefrain from making any change affecting any bank, wages and benefits granted to officers and employees safe deposit or power of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee attorney arrangements of the Company or any such Subsidiary without notifying Acquiror of any such change, (f) refrain from taking any of the Subsidiaries actions of the type referred to in Section 3.24 (except as expressly permitted thereby), (g) refrain from issuing or (iv) establish, adopt, enter selling any shares of capital stock or any other securities or issuing any securities convertible into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted warrants or rights to purchase or subscribe to, or entering into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or Employee Plans/Agreements any other securities, or making any other changes in its capital structure, except that the Company may amend its Certificate of Incorporation to authorize classes of common stock having the rights set forth in the proposed form of amendment to the Company's Certificate of Incorporation attached hereto as Exhibit J and may issue pro rata to each of the Shareholders, Class B Common Stock upon the terms and having the rights set forth in such proposed form of amendment, (h) refrain from declaring, setting aside, making or paying any distribution in redemption of stock or a dividend, payable in cash, stock, property or otherwise, with respect to any class of the capital stock of the Company, except Class B Common Stock and for a distribution in cash not in excess of $2,500,000 (less any cash fees paid by the Company to First Stanford and DNB pursuant to the Consulting Agreement) plus any amounts distributed pursuant to Section 2.2(c)(iii) in redemption of Common Stock immediately preceding the Acquisition and, in the event that the Class B Common Stock has not been distributed, except for the benefit possible distribution of the stock of or welfare interests in or assets of any directorsMarine LNG I, officers Inc. and/or Marine LNG II, Inc. or current proceeds from the sale of such stock or former employees, except assets and (i) refrain from agreeing in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment writing to do any of the foregoing foregoing. During the period from the date of this Agreement to the Second Closing Date, the Company shall confer on a regular and frequent basis with one or enter into more designated representatives of the Acquiror to report material operational matters and to report the general status of ongoing operations. The Company and each of its Subsidiaries shall notify the Acquiror of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or submissions involving any material commitment or transaction outside the ordinary course property of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and each of its Subsidiaries, and keep the Subsidiaries may incur, assume or pre-pay debt Acquiror fully informed of such events and permit its representatives prompt access to all materials prepared in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02connection therewith.

Conduct of Business of the Company. Except as required contemplated by this --- ---------------------------------- Agreement or with as disclosed in writing to the prior written consent of ParentInvestors in Schedule 4.1, during ------------ the period from the date of this Agreement to the Effective Timedate five business days after the Stockholder Meeting, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement or as set forth disclosed in Section 6.01 of writing to the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, Investors prior to the Effective Timedate five business days after the Stockholder Meeting, neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent: the Investors, (a) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale pledge of (i) additional shares of capital stock of any class, or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company for shares, other than (A) shares of Common Stock issuable pursuant to the terms of outstanding Stock Options and commitments disclosed in Section 2.2, or (B) issuance of Sharesshares of capital stock to the Company by a wholly owned subsidiary of the Company, pursuant to Options or (ii) any other securities in respect of, in lieu of or in substitution for shares of Common Stock outstanding on the date of this Agreement or pursuant to the Stock Option Agreementthereof; (cb) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any of its outstanding capital stock or other equity or debt securities; (c) declare or pay any dividend or distribution on any shares of its capital stockstock of the Company, except that a direct or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees indirect wholly owned subsidiary of the Company may pay a dividend to its parent; (d) make any acquisition of a material amount of assets (other than capital expenditures in accordance with the Company's existing budget not in excess of $100,000 for any single expenditure) or the Subsidiaries securities, any disposition (including by way of mortgage, license, encumber or any Lien) of a material amount of assets or securities, or enter into a material contract (except for entering into new contracts involving amounts under $5,000,000 in the ordinary course of business consistent with past practice, (Bbusiness) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions release or other changes in job status relinquish any material contract rights not in the ordinary course of business consistent with past practicebusiness, or make any amendments, or modifications thereto; (Ce) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase incur any indebtedness for borrowed money (other than takedowns under the compensation Company's existing credit facility) or fringe benefits payable guarantee any such indebtedness of another person, issue or to become payable to its directors, officers sell any debt securities or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer warrants or other key employee rights to acquire any debt securities of the Company or any of the Subsidiaries or (iv) establishits -18- subsidiaries, adoptguarantee any debt securities of another person, enter into, into any "keep well" or amend other agreement to maintain any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare financial statement condition of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, another person or enter into any commitment to do arrangement having the economic effect of any of the foregoing or enter into (ii) make any material commitment loans, advances of capital contributions to, or transaction outside investments in, any other person, other than to the ordinary course Company or any direct or indirect wholly owned subsidiary of business consistent with past practicethe Company; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (iif) pay, discharge, settle or satisfy as other any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practicepayment, (iii) assumedischarge, guaranteesettlement or satisfaction, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loansor in accordance with their terms, advancesof workers compensation claims under $50,000 or claims by or against customers involving amounts under $200,000; (g) propose or adopt any amendments to the Certificate of Incorporation, capital contributions as amended, or investments between any Subsidiary wholly-owned by Bylaws of the Company (or any such similar organizational documents of its subsidiaries), except as contemplated hereby; (h) enter into any new employment agreements with any officers, directors or key employees or grant any material increases in the compensation or benefits to officers, directors and key employees; (i) take any of the actions set forth in Section 2.5 not otherwise specified herein; (j) settle the terms of any litigation affecting the Company or another Subsidiary wholly-owned by the Companyany of its subsidiaries; (hk) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any income tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariesliability; (il) except make or agree to make any new capital expenditures (other than capital expenditures in accordance with the ordinary course Company's existing budget not in excess of business consistent with past practice, enter into, modify, amend or terminate $100,000 for any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claimssingle expenditure); or (jm) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02actions or any action which would make any representation or warranty in this Agreement untrue or incorrect.

Conduct of Business of the Company. (a) Except as required by this Agreement or with the prior written consent of Parentprovided in Section 4.2(b), during the period from the date of this Agreement through the Effective Time, (i) the Company shall conduct its business, and shall cause each of its subsidiaries to conduct its business, in the ordinary and usual course consistent with past practice and (ii) the Company shall use, and shall cause each of its subsidiaries to use, all commercially reasonable efforts to maintain and preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relations with lessors, suppliers, contractors, distributors, customers and others having business relationships with the Company or any of its subsidiaries (it being recognized, however, that nothing in this Agreement shall be construed to hold the Company liable for any adverse effect that the announcement of the transactions contemplated by this Agreement may have on such business organizations and relationships, including on decisions of officers and employees whether to continue to provide services to the Company or its subsidiaries). (b) Except as expressly contemplated by this Agreement, during the period from the date of this Agreement through the Effective Time, the Company will shall not do, and will cause each shall not permit any of its subsidiaries to do, any of the Subsidiaries following, without PacifiCare's prior written consent: (i) declare, set aside or pay any dividend or make any other distribution in respect of any capital stock, except (A) regular dividends on the Company Series A Preferred Stock and (B) dividends from the subsidiaries of the Company to conduct the Company sufficient to allow the Company to make the dividends referred to in clause (A); (ii) split, combine or reclassify any capital stock of the Company or repurchase, redeem or otherwise acquire any capital stock of the Company or any of its operations only subsidiaries, except pursuant to contractual rights in existence on the date of the Original Agreement; (iii) except for (x) the issuance of up to 900,000 Xxxxxxx stock options to be granted to Xxxxxxx employed or managed physicians in connection with the separation of Xxxxxxx from the Company, (y) the issuance of up to 10,000 Company Options per individual and the issuance of up to 75,000 Company Options in the aggregate to be granted in connection with the Company's new hires, outstanding performances or promotions, or (z) previously authorized automatic grants of Company Options to the Company's or its subsidiaries' directors, issue, deliver, pledge, encumber, sell or transfer, or authorize or propose the issuance, delivery, pledge, encumbrance, sale or transfer of, any shares of capital stock of the Company or any of its subsidiaries or any securities convertible into, or rights, warrants or options to acquire, any such shares of capital stock or other 29 convertible securities (except that the Company may issue Company Common Stock upon the exercise of Company Options issued and outstanding or upon the conversion of Company Series A Preferred Stock into Company Common Stock), or, except as expressly contemplated herein, make any change in its equity capitalization or to the terms of any option, warrant or other equity security of the Company or any of its subsidiaries that is currently outstanding; (iv) except as expressly contemplated herein, amend the Certificate of Incorporation, Bylaws or other organizational or charter documents of the Company or any of its subsidiaries, or amend its Restated Rights Plan; (v) acquire (by merging or consolidating with, by purchasing any material portion of the capital stock or assets of or by any other means) any business or any corporation, partnership, association or other business organization or division thereof; (vi) sell, lease, pledge or otherwise dispose of or encumber any of its material assets, except in the ordinary course of business consistent with past practice or consistent with written disclosure made to PacifiCare prior to the date of the Original Agreement; (vii) except pursuant to lines of credit and subject to credit limits in effect prior to the date of the Original Agreement, incur any indebtedness for borrowed money, or issue or sell any debt securities or guarantee, endorse or otherwise become responsible for any obligation of any other person, provided that this Section 4.2(b)(vii) shall not apply to indebtedness for borrowed money, debt securities or guaranties that aggregate up to $20,000,000 or the proceeds of which are used to capitalize Xxxxxxx in accordance with Section 4.15; (viii) except as specifically contemplated by Section 4.8, adopt or amend in any material respect any collective bargaining agreement or Company Employee Plan, or enter into or amend any employment agreement, severance agreement, special pay arrangement with respect to termination of employment or other similar arrangement or agreement with any director or officer, or enter into or amend any severance or termination arrangement with any director or officer; (ix) change in any material respect the accounting methods or practices followed by the Company (including any material change in any assumption underlying, or any method of calculating, any bad debt, contingency or other reserve), except as may be required by changes in GAAP; (x) except in the ordinary course of business consistent with past practice or as permitted in Section 4.4(a), enter into any material contract or agreement involving payments in excess of market rates; (xi) except as specifically contemplated by Section 4.8, change any compensation payable or to become payable to any of its officers or employees (other than any adjustment to the salary of any employee that is made in the ordinary course of business consistent with past practice and will use its best efforts and will cause each that does not exceed the higher of 6% of such employee's previous salary or $10,000 or that is made in accordance with a budget approved in writing by PacifiCare); (xii) make any capital expenditures in excess of $2,500,000 in the Subsidiaries to use its best effortsaggregate, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of except those having business relationships with it. Without limiting the generality to the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 of a budget to be reviewed and approved by PacifiCare and the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent: (a) adopt any amendment to its charter or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on within two weeks following the date of this Agreement or pursuant to the Stock Option Original Agreement; (cxiii) declare, set aside make any loan to or pay engage in any dividend transaction with any director or officer; (xiv) settle or compromise any lawsuit or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from Proceeding against the Company or any of the Subsidiaries)its subsidiaries for an amount in excess of $5,000,000; provided, or (ii) pay any benefit not required by any existing plan or arrangement (includinghowever, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of that in no event shall the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, its subsidiaries settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than compromise any matter in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that a manner which would have a material effect non-financial adverse impact on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the its Material Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.0230

Conduct of Business of the Company. Except as required contemplated by this Agreement or with to the prior written extent that Parent shall otherwise consent of Parentin writing, during the period from the date of this Agreement to the Effective Time, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will the Company shall use its best reasonable efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact in all material respects the business organization of the Company and each of the SubsidiariesCompany, use reasonable efforts to keep available the services of its and their present current officers and key employees employees, and use reasonable efforts to preserve in all material respects the goodwill good will of those having advantageous business relationships with itit and its subsidiaries. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement or as set forth to the extent that Parent shall otherwise consent in Section 6.01 of writing, neither the Company Disclosure Statement, the Company will not, and will not permit nor any of its subsidiaries, as the Subsidiaries tocase may be, prior to the Effective Timeshall, without the prior written consent of Parent: (ai) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale of pledge of: (A) additional shares of capital stock of any classclass (including the Shares), or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company for Shares, other than (1) Shares issuable pursuant to the terms of outstanding options and commitments disclosed pursuant to Section 5.3, or (2) the issuance of Sharesshares of capital stock to the Company by a wholly owned subsidiary of the Company; or (B) any other securities in respect of, pursuant to Options in lieu of or in substitution for the Shares outstanding on the date of this Agreement or pursuant to the Stock Option Agreementthereof; (cii) purchase or otherwise acquire, or propose to purchase or otherwise acquire, any of its outstanding securities (including the Shares); (iii) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, on any shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (div) splitmake any acquisition of a material amount of assets (by merger, combineconsolidation or acquisition of stock or assets) or securities, subdivide, reclassify any disposition of a material amount of assets or redeem, purchase securities or otherwise acquireany material change in its capitalization, or propose to redeem enter into a material contract or purchase release or otherwise acquire, relinquish any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries material contract rights not in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries except as permitted pursuant to collective bargaining agreements entered into in the ordinary course Section 6.2 of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiariesthis Agreement), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (gv) (i) incur, assume intentionally incur any liability or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations obligation (absolute, accrued, asserted or unasserted, contingent or otherwise, ) other than in the ordinary and usual course of business and either consistent with past practice, practice or in the reasonable business judgment of the officers of the Company (iiiincluding borrowing in the ordinary course pursuant to existing loan agreements or debt instruments) or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other personindividual or entity in any case in an amount material to the Company and its subsidiaries, taken as a whole; (vi) propose or adopt any amendments to the Certificate of Incorporation or By-Laws of the Company; (ivvii) make any loanschange in accounting methods, advances principles or capital contributions topractices; (viii) other than as contemplated or permitted by this Agreement: (A) enter into any new employment agreements with any officers, directors or investments inkey employees or grant any material increases in the compensation or benefits to officers, any directors and key employees other person except than increases in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice; (B) pay or agree to pay any pension, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease retirement allowance or other agreementemployee benefit not required or permitted by any existing plan, instrumentagreement or arrangement to any such director, permit, concession, franchise officer or license which is key employee in amounts material to the Company and its subsidiaries, taken as a whole; (C) commit itself (other than pursuant to any collective bargaining agreement) to any additional pension, profit-sharing bonus, extra compensation, incentive, defined compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the Subsidiaries benefit of any director, officer or waivekey employee, release whether past or assign any present, in amounts material rights or claimsto the Company and its subsidiaries, taken as a whole; or (jD) except as required by applicable law, amend in any material respect any such plan, agreement or arrangement; or (ix) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02actions or any action which would make any representation or warranty in this Agreement untrue or incorrect.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of the Parent, during the period from the date of this Agreement to the Effective Time, the Company will will, and will cause each of the Company Subsidiaries to to, conduct its operations only in the ordinary course of business consistent with past practice and will use its reasonable best efforts to, and will to cause each of the Subsidiaries to use its best effortsCompany Subsidiary to, to preserve intact the business organization of the Company and each of the Company Subsidiaries, to keep available the services of its and their the present officers and key employees of the Company and the Company Subsidiaries, and to preserve the goodwill good will of those customers, suppliers and all other persons having business relationships with itthe Company and the Company Subsidiaries. Without limiting the generality to of the foregoing, and except as otherwise required contemplated by this Agreement or as set forth disclosed in Section 6.01 of the Company Disclosure StatementLetter, prior to the Effective Time, the Company will not, and will not permit any of the Subsidiaries Company Subsidiary to, prior to the Effective Time, without the prior written consent of the Parent: (a) adopt any amendment to its charter the Company Charter Documents or by-laws or the comparable organizational documentsdocuments of any Company Subsidiary; (b) except for issuances of capital stock of the Company Subsidiaries to the Company, Company or to a wholly-wholly owned Subsidiary of the CompanyCompany Subsidiary, issue, reissue or sell sell, or authorize the issuance, reissuance or sale of (i) additional shares of capital stock of any class, or shares securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares securities or capital stock, other than the issuance issue of Company Shares, in accordance with the terms of the instruments governing such issuance as in effect on the date hereof and described in Section 3.3(b) of the Company Disclosure Letter, and pursuant to the exercise of Company Stock Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries)hereof, or (ii) pay any benefit not required by any existing plan or arrangement (includingother securities in respect of, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units)in lieu of, or (iii) grant any severance or termination pay to (except pursuant to existing agreementsin substitution for, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect Shares outstanding on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02date hereof;

Conduct of Business of the Company. Except as required by this Agreement or with the prior written consent of Parent, during During the period from the date of this Agreement to and continuing until the Effective Timeearlier of the termination of this Agreement and the Closing (the "Pre-Closing Period"), the Company will and will cause each of the Subsidiaries to conduct shall carry on its operations only business in the ordinary course in substantially the same manner as conducted prior to the date of business consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best effortsthis Agreement, to shall preserve intact the its present business organization of the Company and each of the Subsidiariesorganizations, to keep available the services of its present service providers and their preserve its relationships with present officers and key employees potential customers, partners, suppliers, distributors, landlords, creditors, licensors, licensees and to preserve the goodwill of those others having present or potential business relationships with it. Without limiting For the generality to avoidance of doubt, during the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 of the Company Disclosure StatementPre-Closing Period, the Company will shall not, and will not permit any of the Subsidiaries to, prior to the Effective Time, without the prior written consent approval of Parent: , (a) adopt any amendment to its charter or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Company, issue, reissue deliver or sell or authorize or propose the issuance, reissuance delivery or sale of additional or authorization of the purchase of, any shares of capital stock of any classCompany Capital Stock or securities convertible into, or shares convertible into capital stock of any classsubscriptions, or any rights, warrants or options to acquire acquire, or other agreements or commitments of any convertible character obligating it to issue any such shares or capital stockother convertible securities, other than the issuance of Shares, shares of Company Capital Stock pursuant to the Company's obligations under the Cornerstone Agreement, the issuance of shares of Company Series B Common Stock upon the exercise of Company Options outstanding on the date of this Agreement or pursuant to and the issuance of shares of Company Series B Preferred Stock Option Agreementin connection with the Note Conversion (as defined in Section 5.3(b) below); (cb) declaremake any change with respect to its personnel, set aside or pay provide for any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits or modification of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe severance or other benefits payable or to become payable to its directorssuch individuals or terminate the employment of any employees; or (c) make any change with respect to any Company Employee Plan. During the Pre-Closing Period, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare shall promptly notify Parent of any directors, officers event or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt occurrence not in the ordinary course of business consistent with past practice under existing lines of creditthe Company, (ii) payand any circumstance, dischargechange, settle event or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations effect of any other person, character that has had or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent would reasonably be expected to have a Material Adverse Effect with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by respect to the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (j) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02.

Conduct of Business of the Company. Except as required contemplated by this Agreement or with the prior written consent of ParentAgreement, during the period from commencing on the date of this Agreement to hereof and ending at the Effective Time, the Company will shall, and will shall cause each of the its Subsidiaries to to, conduct its operations only according to its ordinary course of business consistent with past practice, and the Company shall, and shall cause each of its Subsidiaries to, use all reasonable efforts to preserve intact its business organization and to maintain satisfactory relationships with its customers, suppliers and employees and others with which it has business relationships. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Effective Time, neither the Company nor any or its Subsidiaries will, without the prior written consent of the Parent: (a) amend or propose to amend its certificate of incorporation or by-laws (or equivalent governing instruments) (other than in connection with mergers between Subsidiaries of the Company); (b) authorize for issuance, issue, sell, pledge, deliver or agree or commit to issue, sell, pledge or deliver (whether through the issuance or granting of any options, warrants, calls, subscriptions, stock appreciation rights or other rights or other agreements) any capital stock of any class or any securities convertible into or exchangeable for shares of capital stock of any class of the Company, other than shares of Company Common Stock issuable upon exercise of Company Options outstanding on the date of this Agreement in accordance with the present terms thereof; (c) split, combine or reclassify any shares of Company Common Stock or declare, pay or set aside for payment any dividend (other than regularly scheduled dividends on the Company Common Stock at their current levels) or other distribution in respect of any Company Common Stock, or redeem, purchase or otherwise acquire any shares of Company Common Stock; (d) increase or establish any Plan or otherwise increase in any manner the compensation payable or to become payable by the Company or any of its Subsidiaries to any of their respective directors, officers or employees, other than in the ordinary course of business consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with it. Without limiting the generality to the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 of the Company Disclosure Statement, the Company will not, and will not permit required under any of the Subsidiaries to, prior to the Effective Time, without the prior written consent of Parent: (a) adopt any amendment to its charter existing employment agreement or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companyother Plan, or to a wholly-owned Subsidiary of the Company, issue, reissue enter into any employment or sell severance agreement with or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees of the Company or the Subsidiaries in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establishits Subsidiaries, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventoryin accordance with existing Plans; (e) which enter into any other agreements, commitments or contracts that are material to the Company and the Subsidiaries, its Subsidiaries taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice; (f) except as contemplated by this Agreement, without the prior written consent of the Parent, otherwise take or cause to be taken any action described in clauses (iiic) assumethrough (h) of Section 3.8 between the date of this Agreement and the Effective Time; (g) acquire or agree to acquire by merging or consolidating with, guaranteeor by purchasing a substantial portion of the stock or assets of, endorse or otherwise become liable by any other means, any business or responsible any corporation, partnership, joint venture, association, or other business organization or division thereof, except that the foregoing shall not prohibit the acquisition of blocks of life insurance in force (whether directly, contingently by reinsurance or otherwisestock acquisition) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent in amounts (calculated with past practice respect to reinsurance, as the ceding commission paid, and calculated with respect to stock acquisitions, as the excess of the purchase price over the adjusted capital and surplus acquired) not to exceed (unless the Parent otherwise consents, which consent will not be unreasonably withheld) $50 million in any single transaction or $200 million in the aggregate; (h) incur or assume any indebtedness for borrowed money except for loans(i) borrowings in the ordinary course of business under that certain Amended and Restated Credit Agreement dated as of November 2, advances, capital contributions or investments between any Subsidiary wholly-owned by 1995 among the Company and the Company financial institutions party thereto, as amended to date or another Subsidiary wholly-owned by the Company; (hii) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except reverse repurchase contracts in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claims; or (ji) agree in writing agree, commit or otherwise arrange to take do any of the foregoing actionsforegoing. SECTION 6.025.2

Conduct of Business of the Company. Except as required by otherwise provided for in this Agreement or with the prior written consent Recapitalization and Stock Purchase Agreement or agreed to by the Company, Buyer and the Stockholders in writing, the Company covenants and agrees as to itself and each of Parent, during the period from its subsidiaries that between the date of this Agreement to and the Effective TimeClosing, the Company will and will cause each of the Subsidiaries to conduct it shall carry on its operations only respective businesses in the usual, regular and ordinary course of business course, consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required by neither the Company nor either of its subsidiaries shall, between the date of this Agreement and the Closing, directly or as set forth in Section 6.01 of the Company Disclosure Statementindirectly, the Company will not, and will not permit do any of the Subsidiaries to, prior to the Effective Time, following without the prior written consent of ParentBuyer and the Stockholders except as provided for in this Agreement or the Recapitalization and Stock Purchase Agreement: (a) adopt any amendment to its charter or by-laws or comparable organizational documents; (bi) except for issuances of capital stock of the Subsidiaries to the Company, or to a wholly-owned Subsidiary of the Company, issue, reissue or sell or authorize the issuance, reissuance or sale of additional shares of capital stock of any class, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stock, other than the issuance of Shares, pursuant to Options outstanding on the date of this Agreement or pursuant to the Stock Option Agreement; (c) declareDeclare, set aside or pay any dividend or other distribution (whether in cash, shares stock, or property or any combination thereof) in respect of any class or series of its capital stock or make any other than between any payment to a stockholder of the Company and any Subsidiary which is wholly-owned by in such person's capacity as a stockholder of the Company; , (dii) split, combine, subdivide, reclassify or redeemsubdivide any of its capital stock or (iii) repurchase, purchase redeem or otherwise acquire, or propose to redeem or purchase or otherwise acquire, acquire any shares of its capital stock; (b) Authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver any shares of stock of any class or any other securities or equity equivalents, other than the issuance of its other sharescapital stock pursuant to the Recapitalization and Stock Purchase Agreement, including in connection with the exercise of Employee Options outstanding as of the date of this Agreement; (ec) except for (A) increases in salaryAcquire, wages and benefits sell, lease, transfer or dispose of non-executive officers or employees of the Company or the Subsidiaries any assets other than in the ordinary course of business consistent with past practicebusiness, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans obligations or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of capital expenditure programs in effect on the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent with past practicedate hereof; (gd) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt Except in the ordinary course of business consistent with past practice under existing lines of creditor pursuant to working capital credit facilities in existence on the date hereof, incur any long-term indebtedness for borrowed money, guarantee any indebtedness, issue or sell debt securities or warrants or rights to acquire any debt securities, guarantee (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directlypotentially liable for) any debt of others, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned by the Company and the Company or another Subsidiary wholly-owned by the Company; (h) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiaries; (i) except in the ordinary course of business consistent with past practice, enter into, modify, amend or terminate any loan or credit agreement, note, bondcontributions, mortgage, indenture, lease pledge or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign otherwise encumber any material rights assets, or claims; create or (j) agree in writing or otherwise to take suffer any of the foregoing actions. SECTION 6.02material Lien thereupon;

Conduct of Business of the Company. Except as required contemplated by this Agreement or with and in the prior written consent of ParentDisclosure Letter, during the period from the date of this Agreement to the Effective TimeDate, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best all commercially reasonable efforts and will cause each of the Subsidiaries to use its best efforts, consistent with prudent business practice to preserve intact the business organization of the Company and each of the Subsidiariesits subsidiaries, to keep available the services of its and their present current officers and key employees and to preserve the goodwill of maintain existing relationships with those having significant business relationships with itthe Company and its subsidiaries, in each case in all material respects. Without limiting the generality to of the foregoing, and except as otherwise required by this Agreement or as set forth in Section 6.01 5.01 of the Company Disclosure Statement, Letter and except as otherwise expressly provided in or contemplated by this Agreement or the Company will not, and will not permit any of the Subsidiaries toDisclosure Letter, prior to the Effective Timetime specified in the preceding sentence, neither the Company nor any of its subsidiaries, as the case may be, will, without the prior written consent of Parent: the Parent (a) adopt any amendment not to its charter or by-laws or comparable organizational documents; be unreasonably withheld), (bi) except for issuances of capital stock of the Subsidiaries Company's subsidiaries to the Company, Company or to a wholly-owned Subsidiary subsidiary of the Company, issue, reissue or sell or pledge, or authorize or propose the issuance, reissuance sale or sale pledge of additional shares of capital stock of any class(A) Company Securities or Subsidiary Securities, or shares convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible shares or capital stockin each case, other than Shares issuable upon exercise or vesting of the issuance of Shares, Rights or allocations or issuances pursuant to Options the Stock Plans or the exercise of rights under any Plan or any agreement referred to in Section 3.02 of the Disclosure Letter, or (B) any other securities in respect of, in lieu of or in substitution for Shares outstanding on the date of this Agreement or pursuant to the Stock Option Agreementhereof; (cii) otherwise acquire or redeem, directly or indirectly, any Company Securities or Subsidiary Securities (including the Shares); (iii) split, combine or reclassify its capital stock or declare, set aside aside, make or pay any dividend or other distribution (whether in cash, stock or property) on any shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its subsidiaries (other sharesthan cash dividends paid to the Company by its wholly-owned subsidiaries with regard to their capital stock); (eiv) except for (A) increases make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, in salaryeach case involving the payment or receipt of consideration of $10,000,000 or more outside the ordinary and usual course of business consistent with past practice in all material respects, wages and benefits or (B) other than in the ordinary course of nonbusiness, enter into a material contract or grant any release or relinquishment of any material contract rights; (v) incur or assume any long-executive officers or employees of the Company or the Subsidiaries term debt for borrowed money except for debt incurred in the ordinary course of business consistent with past practice, (B) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions or other changes in job status in the ordinary course of business consistent with past practice, or (C) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase the compensation or fringe benefits payable or to become payable to its directors, officers or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer or other key employee of the Company or any of the Subsidiaries or (iv) establish, adopt, enter into, or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are all material to the Company and the Subsidiaries, taken as a whole, or enter into any commitment to do any of the foregoing or enter into any material commitment or transaction outside the ordinary course of business consistent respects with past practice; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (ii) pay, discharge, settle or satisfy as other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise, other than in the ordinary course of business consistent with past practice, (iiivi) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other personperson except wholly-owned subsidiaries of the Company, or except in the ordinary course of business consistent in all material respects with past practice; (vii) except in connection with transactions permitted by (iv) above, make any loans, advances or capital contributions to, or investments in, any other person (other than wholly-owned subsidiaries of the Company) the aggregate in excess of $10,000,000, except in the ordinary course of business consistent in all material respects with past practice and practice; (viii) change any of the accounting principles or practices used by it or any of its subsidiaries, except for loans, advances, capital contributions or investments between any Subsidiary wholly-owned as required by the Company and the Company SEC or another Subsidiary wholly-owned required by the CompanyUnited States generally accented accounting principles; (hix) make adopt any tax election that would have a material effect on amendments to the tax liability Certificate of Incorporation or Bylaws (or similar documents) of the Company or the Subsidiaries or settle or compromise any tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariessubsidiary; (ix) except as, may be required under any previously existing agreement or Plan, grant any stock related awards; (xi) enter into any new, or amend any existing, employee benefit, pension or other plan (whether or not subject to ERISA), employment, severance, consulting or salary continuation agreements with any officers, directors or key employees, or grant any increases in the ordinary course of business consistent with past practicecompensation or benefits to officers, directors and key employees; (xii) enter into, modifyamend, amend or extend any material collective bargaining or other labor agreement, except as required by law; (xiii) adopt, make any material amendment to or terminate any loan material employee benefit plan except as required by law or credit agreement, note, bond, mortgage, indenture, lease to maintain tax qualified status or as requested by the Internal Revenue Service in order to receive a determination letter for such employee benefit plan; (xiv) merge or consolidate with or transfer all or substantially all of its assets to another corporation or other agreementbusiness entity or individual, instrument(xv) liquidate, permit, concession, franchise wind-up or license which is material to the Company and the Subsidiaries dissolve (or waive, release suffer any liquidation or assign any material rights or claimsdissolution); or (jxvi) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02.

Conduct of Business of the Company. Except as required contemplated by this --- ---------------------------------- Agreement or with as disclosed in writing to the prior written consent of ParentInvestors in Schedule 4.1, during ------------ the period from the date of this Agreement to the Effective Timedate five business days after the Stockholder Meeting, the Company and its subsidiaries will and will cause each of the Subsidiaries to conduct its operations only in the according to its ordinary and usual course of business and consistent with past practice and will use its best efforts and will cause each of the Subsidiaries to use its best efforts, to preserve intact the business organization of the Company and each of the Subsidiaries, to keep available the services of its and their present officers and key employees and to preserve the goodwill of those having business relationships with itpractice. Without limiting the generality to of the foregoing, and except as otherwise required by expressly provided in this Agreement or as set forth disclosed in Section 6.01 of writing to the Company Disclosure Statement, the Company will not, and will not permit any of the Subsidiaries to, Investors prior to the Effective Timedate five business days after the Stockholder Meeting, neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent: the Investors, (a) adopt any amendment to its charter issue, sell or by-laws or comparable organizational documents; (b) except for issuances of capital stock of the Subsidiaries to the Companypledge, or to a wholly-owned Subsidiary of the Company, issue, reissue authorize or sell or authorize propose the issuance, reissuance sale or sale pledge of (i) additional shares of capital stock of any class, or shares securities convertible into capital stock of any classsuch shares, or any rights, warrants or options to acquire any convertible such shares or capital stockother convertible securities, or grant or accelerate any right to convert or exchange any securities of the Company for shares, other than (A) shares of Common Stock issuable pursuant to the terms of outstanding Stock Options and commitments disclosed in Section 2.2, or (B) issuance of Sharesshares of capital stock to the Company by a wholly owned subsidiary of the Company, pursuant to Options or (ii) any other securities in respect of, in lieu of or in substitution for shares of Common Stock outstanding on the date of this Agreement or pursuant to the Stock Option Agreementthereof; (cb) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any class or series of its capital stock other than between any of the Company and any Subsidiary which is wholly-owned by the Company; (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any of its outstanding capital stock or other equity or debt securities; (c) declare or pay any dividend or distribution on any shares of its capital stockstock of the Company, except that a direct or any of its other shares; (e) except for (A) increases in salary, wages and benefits of non-executive officers or employees indirect wholly owned subsidiary of the Company may pay a dividend to its parent; (d) make any acquisition of a material amount of assets (other than capital expenditures in accordance with the Company's existing budget not in excess of $100,000 for any single expenditure) or the Subsidiaries securities, any disposition (including by way of mortgage, license, encumber or any Lien) of a material amount of assets or securities, or enter into a material contract (except for entering into new contracts involving amounts under $5,000,000 in the ordinary course of business consistent with past practice, (Bbusiness) increases in salary, wages and benefits granted to officers and employees of the Company or the Subsidiaries in conjunction with new hires, promotions release or other changes in job status relinquish any material contract rights not in the ordinary course of business consistent with past practicebusiness, or make any amendments, or modifications thereto; (Ce) increases in salary, wages and benefits to employees of the Company or the Subsidiaries pursuant to collective bargaining agreements entered into in the ordinary course of business consistent with past practice, (i) increase incur any indebtedness for borrowed money (other than takedowns under the compensation Company's existing credit facility) or fringe benefits payable guarantee any such indebtedness of another person, issue or to become payable to its directors, officers sell any debt securities or key employees (whether from the Company or any of the Subsidiaries), or (ii) pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting of stock options, stock appreciation rights, shares of restricted stock or performance units), or (iii) grant any severance or termination pay to (except pursuant to existing agreements, plans or policies and as required by such agreements, plans or polices), or (iv) enter into any employment or severance agreement with, any director, officer warrants or other key employee rights to acquire any debt securities of the Company or any of the Subsidiaries or (iv) establishits subsidiaries, adoptguarantee any debt securities of another person, enter into, into any "keep well" or amend other agreement to maintain any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock or Employee Plans/Agreements for the benefit or welfare financial statement condition of any directors, officers or current or former employees, except in each case to the extent required by applicable Law or regulation; - 19 - 20 (f) acquire, sell, lease or dispose of any assets (other than inventory) which are material to the Company and the Subsidiaries, taken as a whole, another person or enter into any commitment to do arrangement having the economic effect of any of the foregoing or enter into (ii) make any material commitment loans, advances of capital contributions to, or transaction outside investments in, any other person, other than to the ordinary course Company or any direct or indirect wholly owned subsidiary of business consistent with past practicethe Company; (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any short-term debt, except that the Company and the Subsidiaries may incur, assume or pre-pay debt in the ordinary course of business consistent with past practice under existing lines of credit, (iif) pay, discharge, settle or satisfy as other any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practicepayment, (iii) assumedischarge, guaranteesettlement or satisfaction, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, or (iv) make any loans, advances or capital contributions to, or investments in, any other person except in the ordinary course of business consistent with past practice and except for loansor in accordance with their terms, advancesof workers compensation claims under $50,000 or claims by or against customers involving amounts under $200,000; (g) propose or adopt any amendments to the Certificate of Incorporation, capital contributions as amended, or investments between any Subsidiary wholly-owned by Bylaws of the Company (or any such similar organizational documents of its subsidiaries), except as contemplated hereby; (h) enter into any new employment agreements with any officers, directors or key employees or grant any material increases in the compensation or benefits to officers, directors and key employees; (i) take any of the actions set forth in Section 2.5 not otherwise specified herein; (j) settle the terms of any litigation affecting the Company or another Subsidiary wholly-owned by the Companyany of its subsidiaries; (hk) make any tax election that would have a material effect on the tax liability of the Company or the Subsidiaries or settle or compromise any income tax liability of the Company or the Subsidiaries that would materially affect the aggregate tax liability of the Company or the Subsidiariesliability; (il) except make or agree to make any new capital expenditures (other than capital expenditures in accordance with the ordinary course Company's existing budget not in excess of business consistent with past practice, enter into, modify, amend or terminate $100,000 for any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license which is material to the Company and the Subsidiaries or waive, release or assign any material rights or claimssingle expenditure); or (jm) agree in writing or otherwise to take any of the foregoing actions. SECTION 6.02actions or any action which would make any representation or warranty in this Agreement untrue or incorrect.