Common use of Restricted Shares Clause in Contracts

Restricted Shares. Legend All of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All shares of the TALLMAN EGPI Common Shares xxxxxx Stock and the EGPI Series C Preferred Stock (hereinafter defined) to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under received by the 33 Act M3 Stockholders and each stock certificate the shares of the EGPI Common Stock to be issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement Strategic Partners as hereinafter described shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form D, are freely tradeable without having been registered under the 33 Act; EGPI Common Stock/and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs EGPI Preferred Stock, each M3 Stockholder and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Strategic Partners shall execute a Subscription Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Attachment A. In that regard, the M3 Stockholders and Strategic Partners shall acknowledge that EGPI does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue EGPI Common Stock/and or fail the EGPI Preferred Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by them hereunder.

Restricted Shares. Legend All of Purchaser understands and acknowledges that the TALLMAN Common ----------------- Shares xxxxxx to SELLERS hereunder have not been registered under the Act, or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that registration is not required for such resale. Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to an available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Shares or any security underlying or into which the Shares are or may be convertible, Purchaser is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such timeExchange Commission Rule 144, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingsecurities; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Shares and any time before security underlying or at Closing, by; (a)The mutual agreement into which any of the parties; Shares are or will be convertible, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30THE "ACT"), 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayAND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, restrain or prevent the consummation of this AgreementSOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF REGULATION S OR, IF APPLICABLE, RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon termination of this Agreement for any reasonTHE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, in accordance with the terms and conditions set forth in this paragraphSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Shares have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued, be registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Shares for which a Registration Statement is not effective, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware: (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTSimproperly transfer any such Shares, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as follows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed, and are subject the Company shall issue a certificate without such legend to fulfillmentthe holder of any such Unlegended Shares (as defined below) upon which such legend is stamped, prior to or at the Closing of each of the following conditions: if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such Shares are registered for resale under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or complied with all agreementstransfer of such Shares may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Shares that any time before or at Closing, by; (a)The mutual agreement selling shareholder must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this SECTION 7.

Restricted Shares. Legend All shares of the TALLMAN Human BioSystems Common Shares xxxxxx Stock to SELLERS be received by the San West Stockholders and Dutchess Advisors LLC hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form DHuman BioSystems Common Stock, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, each San West Stockholder shall have approved this execute a Subscription Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail Human BioSystems Common Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by them hereunder.

Restricted Shares. Legend All At the Effective Time, each share of restricted stock (a "Restricted Share" and, collectively, the "Restricted Shares") outstanding and not yet vested as of the TALLMAN Effective Time issued pursuant to a Company Stock Option Plan, the 1985 Restricted Stock Plan, the Restricted Stock Election Plan, the 1995 Long Term Incentive Stock Plan, any other equity-based plans or agreements of or with the Company or any of its Subsidiaries providing for the granting of restricted stock awards with respect to Company Common Shares xxxxxx to SELLERS hereunder will be Stock (collectively, the "restricted securitiesCompany Equity Plans" as defined in Rule 144 under and together with the 33 Act and each stock certificate issued to SELLERS hereunderCompany Stock Option Plans, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a"Company Stock Plans") The obligations of AGC and the SELLERS under this Agreement shall be canceled and are subject shall represent the right to fulfillmentreceive the following consideration in settlement thereof. The Successor Corporation (or any trust that is adopted in connection with any such Company Equity Plan) shall pay to the holder of a Restricted Share the Merger Consideration as soon as practicable after the date when (but only if) such Restricted Share would otherwise have vested had such Restricted Share not been canceled pursuant hereto; provided, prior however, with respect to any awardholder whose employment is terminated without cause by the Successor Corporation or at any of its Subsidiaries while such Restricted Share would have been outstanding had it not been canceled pursuant hereto, such Restricted Share shall be deemed to vest on the Closingdate of such termination. At the Effective Time, each share of each restricted stock (a "SRH Restricted Share" and, collectively, the "SRH Restricted Shares") outstanding and not yet vested as of the following conditions: Effective Time issued pursuant to an SRH Stock Option Plan, the 1989 Stock Award Plan, any other equity-based plans or agreements of or with SRH or any of its Subsidiaries providing for the granting of restricted stock awards with respect to SRH Common Stock (icollectively, the "SRH Equity Plans" and together with the SRH Stock Option Plans, the "SRH Stock Plans") That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true canceled and correct at shall represent the time right to receive the following consideration in settlement thereof. SRH (or any trust that is adopted in connection with any such SRH Equity Plan) shall pay to the holder of Closing an SRH Restricted Share the Merger Consideration as if soon as practicable after the date when (but only if) such representations and warranties were made at SRH Restricted Share would otherwise have vested had such timeSRH Restricted Share not been canceled pursuant hereto; provided, and MANAGEMENT will deliver an executed certification confirming however, with respect to any awardholder whose employment is terminated without cause by SRH or any of its Subsidiaries while such SRH Restricted Share would have been outstanding had it not been canceled pursuant hereto, such SRH Restricted Share shall be deemed to vest on the date of such termination. Notwithstanding the foregoing; , no holder shall be entitled to any payment hereunder unless he or she delivers to the Parent a consent to the cancellation of the Restricted Share or SRH Restricted Share (iias the case may be) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement in a form to be performed or complied with prescribed by them prior Parent. All payments made pursuant to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by this Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement 1.7 shall be reduced by all applicable withholding taxes and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherother similar charges.

Restricted Shares. Legend All Purchaser understands and acknowledges that if the Securities have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued be, registered under the Securities Act, they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Securities, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMANimproperly transfer any Securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed without additional cost or delay, and are subject the Company shall issue a certificate without such legend to fulfillment, prior to or at the Closing holder of each any of the following conditions: Securities upon which such legend is stamped (or to the holder's assignee), if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such securities are registered for resale, or have been sold, under an effective registration statement under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or complied with all agreementstransfer of the Securities may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above, in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing the Securities that any time before or at Closing, by; (a)The mutual agreement selling shareholder named in the registration statement must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this Section 7.

Restricted Shares. Legend All Each of Envision and Acquisition Co. understands and acknowledges that the QV Voting Stock has not been registered under the Act or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless Envision and Acquisition Co. have first received an opinion of competent securities counsel reasonably satisfactory in form and substance to QV that registration is not required for such resale. With regard to the restrictions on resales of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunderQV Voting Stock, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: Envision and Acquisition Co. is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at applicability of Rule 144 of the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingAct; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice QV will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on any new certificates issued to Envision and/or Acquisition Co. representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at ClosingQV Voting Stock, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherextent such restrictions apply, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, THAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All If any shares of Applied Common Stock outstanding immediately prior to the TALLMAN Common Shares xxxxxx Business Combination Effective Time are unvested or are subject to SELLERS hereunder will be "a repurchase option, risk of forfeiture or other condition under any applicable restricted securities" as defined stock purchase agreement or other Contract with Applied, or under which Applied has any rights (such shares, “Restricted Shares”), then (except to the extent provided in Rule 144 under any binding agreement between Applied and the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing holder thereof): (a) The obligations the HoldCo Ordinary Shares issued in exchange for such Restricted Shares of AGC Applied Common Stock will also be unvested and the SELLERS under this Agreement shall be and are subject to fulfillmentthe same repurchase option, prior to risk of forfeiture or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMANcondition; and (b) The xxxxxxtions the certificates or book-entry positions, as the case may be, representing such shares of TALLMAN Applied Common Stock may accordingly be marked with appropriate legends reflecting such restrictions; provided, however, that the HoldCo Board or a committee thereof shall succeed to the authority and MANAGEMENT xxxxx xhis Agreement shall be and are responsibility of the Applied Board or any committee thereof, as applicable, with respect to each Restricted Share converted into a restricted HoldCo Ordinary Share. To the extent any Restricted Shares are, immediately prior to the Business Combination Effective Time, subject to fulfillmentany performance-based vesting or other performance conditions, the administrator of the applicable Applied Equity Plan or the Applied Board or the applicable committee thereof, may, prior to or at the Closing of each of Business Combination Effective Time, to the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required extent permitted by this Agreement (including the Applied Disclosure Schedule), remove applicable performance goals and/or make such adjustments, if any, to the applicable performance goals or conditions relating to such Restricted Shares as such administrator of the applicable Applied Equity Plan or the Applied Board or the applicable committee thereof may reasonably determine to be performed necessary or complied with by them prior to or at the time appropriate as a result of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of the Business Combination, which adjustments shall, except as otherwise provided by this Agreement. Upon termination , take effect upon the Business Combination Effective Time and be subject to the consummation of this Agreement for any reasonthe Business Combination and, in each case, subject to and in accordance with the terms and conditions of the applicable Applied Equity Plan and the Applied Restricted Share agreement, and provided that, except with respect to adjustments permitted by this Agreement, any such adjustments do not prevent the assumption of such Applied Equity Awards under the terms of the applicable Applied Equity Plan. Prior to the Business Combination Effective Time, Applied shall use its reasonable best efforts to ensure that, from and after the Business Combination Effective Time, HoldCo is entitled to exercise any such repurchase option or other right set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherany such restricted stock purchase agreement or other Contract.

Restricted Shares. Legend All shares of the TALLMAN Quality Resource Technologies Common Shares xxxxxx Stock to SELLERS be received by the TRQ Stockholders hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by the Securities Act which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form DQuality Resource Technologies Common Stock, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, each TRQ Stockholders shall have approved this execute a Subscription Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Attachment A. In that regard, the TRQ Stockholders shall acknowledge that Quality Resource Technologies does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail Quality Resource Technologies Common Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by them hereunder.

Restricted Shares. Legend All Sundog understands and acknowledges that the Envision Shares have not been registered under the Securities Act of 1933, as amended) (the TALLMAN Common Shares xxxxxx to SELLERS hereunder "Act"), or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to another available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Envision Shares, Sundog is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at applicability of Rule 144 of the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingAct; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Envision will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at ClosingEnvision Shares, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherextent such restrictions apply, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, THAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All of Rock understands and acknowledges that the TALLMAN Common Envision Shares xxxxxx to SELLERS hereunder have not been registered under the Act or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Rock agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to another available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Envision Shares, Rock is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at applicability of Rule 144 of the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingAct; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Envision will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at ClosingEnvision Shares, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherextent such restrictions apply, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, THAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All of The Company shall issue the TALLMAN Common Restricted Shares xxxxxx subject to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing award either (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to in certificate form or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement. Any certificates representing the Restricted Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until such shares shall either have become vested or have been forfeited hereunder. Such certificates shall bear any legends the Company may determine to be necessary or advisable to comply with all applicable laws, rules, and are subject to fulfillment, prior to or at regulations. Promptly after the Closing vesting of each of the following conditions: any Restricted Shares hereunder (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS satisfaction of any and all related tax withholding obligations in connection with such vesting event), the Company shall, as applicable, either remove the notations on any such Restricted Shares issued in book entry form or deliver to you a certificate or certificates evidencing such Restricted Shares (or, in either case, such lesser number of shares as may result after giving effect to the provisions hereof). You (or your beneficiary or personal representative, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its counsel may determine to be necessary or advisable in order to ensure compliance with all applicable laws, rules, and regulations with respect to the award and the delivery of shares in respect thereof. Concurrently with the execution and delivery of this Agreement, you shall deliver to the Company an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses stock power in the form attached hereto as Exhibit "J"B, in blank, with respect to the Restricted Shares. 8 Termination This The Company shall not deliver any share certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. By your acceptance of the award, you shall be deemed to appoint, and do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s) in fact to effect any transfer of unvested forfeited shares (or shares otherwise reacquired by the Company hereunder) to the Company as may be terminated at required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any time before or at Closing, by; (a)The mutual agreement such transfer. Upon the occurrence of the parties; (b)Any party if: (iv) Any any forfeiture of Restricted Shares pursuant to any provision of this Agreement applicable Agreement, such unvested, forfeited shares (and any consideration, property or other securities you may receive or have received with respect to a party such Restricted Shares) shall be materially untrue automatically transferred to the Company as of the applicable forfeiture date without any other action by you (or fail to be accomplished on your beneficiary or before November 30personal representative, 1998 (v) Any legal proceeding shall have been instituted or as the case may be). No consideration shall be imminently threatening paid by the Company with respect to delay, restrain such transfer. The Company may exercise its powers under this paragraph and take any other action necessary or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable advisable to the otherevidence such transfer.

Restricted Shares. Legend All Unless otherwise determined by the Board, Restricted Shares and/or the rights to Restricted Shares are personal, and, except insofar as is specified in the Restated 2000 Plan, and, where applicable, subject to Section 102, may not, until such time as the restrictions applicable to such Restricted Shares, including, in the case of grants of Restricted Shares through a trustee pursuant to Section 102, the Lock-Up Period, lapse, be sold, transferred, assigned, pledged, withdrawn, attached or otherwise alienated or encumbered, either voluntarily or pursuant to any law, except by way of transfer pursuant to the laws of inheritance (but only to the extent that such Restricted Shares had vested on the date of death of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under grantee), and no power of attorney or deed of transfer, whether the 33 Act and each stock certificate issued to SELLERS hereundersame has immediate effect or shall take effect on a future date, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will shall be given to TALLMAN'' stock transxxx xxxntwith respect thereto. 2. Conditions Precedent to Closing (a) The obligations Unless the Board provides otherwise, certificates Table of AGC and the SELLERS under this Agreement Contents issued in respect of Restricted Shares and, where applicable, any Additional Rights with respect thereto, shall be and are subject to fulfillment, prior to or at registered in the Closing, of each name of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at Trustee or the time of Closing grantee, as if such representations and warranties were made at such timethe case may be, and MANAGEMENT will deliver an executed certification confirming deposited, together with a share transfer deed signed and endorsed by the foregoing; grantee in blank (iithe “Share Transfer Deed”), with the Company, the Trustee (in all cases where the Award is through the Trustee) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required such custodian as may be designated by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that ActBoard, and shall be held by the Company, the Trustee or the custodian until such time as the restrictions applicable to such Restricted Shares, including, in the case of grants of Restricted Shares through a trustee pursuant to Section 102, the Lock-Up Period, lapse. In the event that, for any reason whatsoever, including pursuant to Section 12(b), any Restricted Shares which have sent notice not vested and on which the forfeiture provisions have not theretofore lapsed shall be cancelled, terminated or forfeited, the Company, the Trustee or the custodian, as the case may be, shall, unless instructed otherwise by the Board, exercise the Share Transfer Deed (and each is authorized to its stockholders complete any missing details therein) in order to return such Restricted Shares to the Company and make them available again for purposes of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares Restated 2000 Plan or the par value; approved the change of TALLMAN's for other corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherpurposes.

Restricted Shares. Legend All Such Former Member understands and agrees that the shares of the TALLMAN Company’s Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS Stock issuable under this Agreement shall are restricted shares under the Securities Act and may not be and are subject sold except pursuant to fulfillment, prior to an effective registration statement or at an exemption from the Closing, of each registration requirements of the following conditions: (i) That TALLMAN's Securities Act and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such timeapplicable state securities laws, and MANAGEMENT will deliver an executed certification confirming bear a restrictive legend as required under the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders of in substantially the transactions contemplated herein; and following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares issued of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to CONSULTANTSan effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by virtue the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the filing Company, to the effect that such transfer does not require registration of Form D, are freely tradeable without having been registered such transferred shares under the 33 Securities Act; and (vi) That TALLMAN's Board . As a condition of Direxxxxxtransfer, xx proper and sufficient vote, any such transferee shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors agree in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement writing to be performed or complied with bound by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation terms of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All of the TALLMAN CI4NET Common Shares xxxxxx issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANCI4NET '' stock transxxx xxxnttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC WHL and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANCI4NET's and MANAGEMENX'x xxxxxsentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN CI4NET and MANAGEMENT xxxxx xave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANCI4NET's directors and xxxxxxxxdersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANCI4NET's directors and xxxxxxxxdersshareholders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANCI4NET's Board of DirexxxxxDirectors, xx by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions obligations of TALLMAN CI4NET and MANAGEMENT xxxxx xhis under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCWHL 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC WHL and the AGC WHL PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC WHL and AGC WHL PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (viii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All Subject to the immediately succeeding paragraph b., the first $500,000 of each Annual Bonus (determined in accordance with the immediately preceding Section B but not including the tax liability payments made pursuant to paragraph c. of such Section) shall be satisfied by the issuance to Executive of restricted Class A common shares of the TALLMAN Common Shares xxxxxx Company as of March 15 of the year following the Bonus Year, subject to SELLERS hereunder will Executive being employed by the Company in good standing as of such date (or if such date is not a business day, the immediately preceding business day) (valued for this purpose at the closing price of the Company’s Class A common shares on the last trading day of the relevant Bonus Year as reported in the Wall Street Journal). Twenty-five percent (25%) of the Company shares that may be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunderExecutive pursuant to this paragraph with respect to the 2008 Bonus Year, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC 2009 Bonus Year and the SELLERS under this Agreement 2010 Bonus Year during the Term shall be vest and are subject to fulfillment, prior to or at the Closing, of become transferable on each of the following conditions: first four anniversaries of the issuance thereof. One-third of the Company shares that may be issued to Executive pursuant to this paragraph with respect to the 2011 Bonus Year and subsequent Bonus Years during the Term shall vest and become transferable on each of the first three anniversaries of the issuance thereof. Notwithstanding the foregoing sentence, vesting of any such restricted shares issued to Executive pursuant to this Section C shall cease in the event and at such time as (i1) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct Executive resigns from the Company without Good Reason, (2) Executive is terminated by the Company for Cause, (3) the Term expires, if at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming expiration (x) Executive declined the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by Company’s proposal to extend the duration of this Agreement on terms at least substantially equivalent to be performed the terms hereof, or complied with by them prior to or at (y) the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS Company had Cause (as defined in Section 12 hereinbelow) with a legal opinion that the shares issued to CONSULTANTSterminate Executive, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and or (vi4) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance Executive does not comply with the terms Non-Competition, Non-Solicitation, Confidential Information and conditions Cooperation “Covenants” set forth in this paragraphSchedule I hereto along with his obligations, each said if applicable, under any release which he is required to provide in favor of the Company and those under any separation agreement to which he is party shall bear all costs and expenses as each party has incurred and no party with the Company and/or its Affiliates (collectively, the “Post-Termination Obligations”). (The terms of the Restricted Shares shall be liable otherwise subject to the other.Company’s form of “Restricted Share Agreement” attached as Exhibit C hereto)

Restricted Shares. Legend All shares of the TALLMAN Global Earth Common Shares xxxxxx Stock to SELLERS be received by the 688239 B.C. Stockholder hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form DGlobal Earth Common Stock, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, 688239 B.C. Stockholder shall have approved this execute a Subscription Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Attachment A. In that regard, the 688239 B.C. Stockholder shall acknowledge that Global Earth does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail Global Earth Common Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by him hereunder.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Shares have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time they are issued be, registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Shares, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMANShares; and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as follows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed, and are subject the Company shall issue a certificate without such legend to fulfillmentthe holder of any such Shares upon which such legend is stamped, prior to or at the Closing of each of the following conditions: if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such Shares are registered for resale under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or complied with all agreementstransfer of such Shares may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Shares that any time before or at Closing, by; (a)The mutual agreement selling shareholder must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this Section 7.

Restricted Shares. Legend All 1,200,000 of the TALLMAN CI4NET shares to be issued are freetrading shares as per the tax free stock for stock consideration, the remainder of 1,038,400 CI4NET Common Shares xxxxxx issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANCI4NET '' stock transxxx xxxnttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC MSK and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANCI4NET's and MANAGEMENX'x xxxxxsentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN CI4NET and MANAGEMENT xxxxx xave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANCI4NET's directors and xxxxxxxxdersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANCI4NET's directors and xxxxxxxxdersshareholders, respectively; (iv) That TALLMAN CI4NET shall have filex xxx xotice filed the notice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANCI4NET's Board of DirexxxxxDirectors, xx by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMANCI4NET's outstanding Xxxmon Common Stock without changing either the authorized shares or the par value; approved the change of TALLMANCI4NET's corporate namx xx x xxme name to a name selected by AGCMSK ; approved the resignation of all of TALLMANCI4NET's current xxxxxxxrs directors and the election of up to three designees of AGC MSK to serve as directors in place of TALLMANCI4NET's current xxxxxxxrsdirectors; and will have approved such other changes as are consistent with this Agreement and approved by AGC MSK and TALLMANCI4NET; and (b) The xxxxxxtions obligations of TALLMAN CI4NET and MANAGEMENT xxxxx xhis under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCMSK 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC MSK and the AGC MSK PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC MSK and AGC MSK PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (viii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All of the TALLMAN CI4NET Common Shares xxxxxx issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANCI4NET '' stock transxxx xxxnttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC THW and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANCI4NET's and MANAGEMENX'x xxxxxsentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN CI4NET and MANAGEMENT xxxxx xave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANCI4NET's directors and xxxxxxxxdersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANCI4NET's directors and xxxxxxxxdersshareholders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANCI4NET's Board of DirexxxxxDirectors, xx by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN.; and (b) The xxxxxxtions obligations of TALLMAN CI4NET and MANAGEMENT xxxxx xhis under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCTHW 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC THW and the AGC THW PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC THW and AGC THW PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (viii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All The undersigned understands and acknowledges that the Shares have not been registered under the Act, or any state securities laws, and will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Shares, the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: undersigned is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingExchange Commission Rule 144; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of attempts to improperly transfer the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of ClosingShares; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on the form attached hereto certificates representing the Shares, which legend will read substantially as Exhibit follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "JACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. 8 Termination This Agreement may be terminated at any time before or at ClosingTHESE SECURITIES MAY NOT BE OFFERED, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30SOLD, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayTRANSFERRED, restrain or prevent the consummation of this AgreementPLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon termination of this Agreement for any reasonFURTHERMORE, in accordance with the terms and conditions set forth in this paragraphTHE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. Legend All Holder understands that the shares of the TALLMAN Common Shares xxxxxx to SELLERS hereunder Stock issuable upon conversion of this Note will be "“restricted securities" as defined in ” within the meaning of Rule 144 under the 33 Securities Act of 1933, as amended (the “Securities Act”), and each stock certificate issued to SELLERS hereundermay not be sold, will bear pledged, assigned or transferred and must be held indefinitely in the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations absence of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's an effective registration statement under the Securities Act and MANAGEMENX'x xxxxxsentations applicable state securities laws with respect thereto or (ii) an opinion of counsel satisfactory to the Company that such registration is not required. The Common Stock issuable upon conversion of this Note shall bear the following or similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” Holder consents to the Company giving instructions to its transfer agent in order to implement the restrictions on transfer set forth and warranties contained herein described herein. Notwithstanding the foregoing, the legend set forth above shall be true removed and correct the Company shall issue to Holder by electronic delivery at the time applicable account at DTC, if (i) such shares of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming Common Stock are registered for resale under the foregoingSecurities Act; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed such shares of Common Stock are sold or complied with all agreements, terms and conditions required by this Agreement transferred pursuant to be performed or complied with by them prior to or at Rule 144 (assuming the time transferor is not an Affiliate of the ClosingCompany); (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent such shares of Common Stock are eligible for sale under Rule 144; or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions legend is not required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement under applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherrequirements.

Restricted Shares. Legend All of Each Purchaser understands and acknowledges ----------------- that the TALLMAN Common Shares xxxxxx to SELLERS hereunder have not been registered under the Act, or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel satisfactory to the Company that registration is not required for such resale. Each Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to an available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Shares, each Purchaser is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingExchange Commission Rule 144; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued any attempts improperly to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingsecurities; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto Shares, which legend will read substantially as Exhibit follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "JACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. 8 Termination This Agreement may be terminated at any time before or at ClosingTHESE SECURITIES MAY NOT BE OFFERED, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30SOLD, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayTRANSFERRED, restrain or prevent the consummation of this AgreementPLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 OR, IF APPLICABLE, REGULATION S UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon termination of this Agreement for any reasonTHE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, in accordance with the terms and conditions set forth in this paragraphSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All of the TALLMAN LCI Common Shares xxxxxx issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANLCI '' stock transxxx xxxnttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC CI4NET and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANLCI's and MANAGEMENX'x xxxxxsentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN LCI and MANAGEMENT xxxxx xave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANLCI's directors and xxxxxxxxdersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANLCI's directors and xxxxxxxxdersshareholders, respectively; (iv) That TALLMAN LCI shall have filex xxx xotice filed the notice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANLCI's Board of DirexxxxxDirectors, xx by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMANLCI's outstanding Xxxmon Common Stock without changing either the authorized shares or the par value; approved the change of TALLMANLCI's corporate namx xx x xxme name to a name selected by AGCCI4NET; approved the resignation of all of TALLMANLCI's current xxxxxxxrs directors and the election of up to three designees of AGC CI4NET to serve as directors in place of TALLMANLCI's current xxxxxxxrsdirectors; and will have approved such other changes as are consistent with this Agreement and approved by AGC CI4NET and TALLMANLCI; and (b) The xxxxxxtions obligations of TALLMAN LCI and MANAGEMENT xxxxx xhis under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCCI4NET's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC CI4NET and the AGC CI4NET PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC CI4NET and AGC CI4NET PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGCCI4NET's officers will have signed non- non-compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Initial Securities have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued, be registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Securities, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMANsecurities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO SUCH SECURITIES AND THE REGISTRATION AND QUALIFICATIONS OF THE SECURITIES UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND CONTENT, THAT SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS IS NOT REQUIRED. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed, and are subject the Company shall issue a certificate without such legend to fulfillmentthe holder of any such Securities upon which such legend is stamped, prior to or at the Closing of each of the following conditions: if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such Securities are registered for resale under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, or (ii) That AGC and AGC PRINCIPALS such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144(k) promulgated under the Securities Act. Notwithstanding the removal of the legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall have performed or complied with all agreements, terms and conditions required bear the cost of the removal of any legend as anticipated by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherSection 6.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Shares have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued, be registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Shares, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware: (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTSimproperly transfer any such Shares, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as follows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed, and are subject the Company shall issue a certificate without such legend to fulfillmentthe holder of any such Unlegended Shares (as defined below) upon which such legend is stamped, prior to or at the Closing of each of the following conditions: if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such Shares are registered for resale under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, provided that such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or complied with all agreementstransfer of such Shares may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Shares that any time before or at Closing, by; (a)The mutual agreement selling shareholder must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this SECTION 7.

Restricted Shares. Legend All of Each Purchaser understands and acknowledges that the TALLMAN Common Shares xxxxxx to SELLERS hereunder have not been registered under the Act, or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to the Company that registration is not required for such resale. Each Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to another available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Shares, each Purchaser is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingExchange Commission Rule 144; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto Shares, to the extent such restrictions apply, which legend will read substantially as Exhibit follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "JACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. 8 Termination This Agreement may be terminated at any time before or at ClosingTHESE SECURITIES MAY NOT BE OFFERED, by; (a)The mutual agreement SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, THAT SUCH REGISTRATION IS NOT REQUIRED. The company will terminate such stock transfer orders and remove such legend with respect to such of the parties; (b)Any party if: (iv) Any provision Shares as to which any of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall the foregoing conditions have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the othersatisfied.

Restricted Shares. Legend All VESTING. Subject to the terms and conditions of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC this Agreement and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditionsPlan: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at fifteen percent (15%) of the time total number of Closing as if such representations and warranties were made at such timeshares of Restricted Stock will become vested on each of the first four anniversaries of the Grant Date, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time twenty percent (20%) of the Closing; total number of shares of Restricted Stock will become vested if and when the Company’s Common Stock attains a market closing price of $16.00 per share for ten (iii10) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at consecutive business days within a meeting duly and properly called and held, shall have properly approved all period of three (3) years of the matters required to be approved by TALLMAN's directors and xxxxxxxxdersGrant Date, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers twenty percent (20%) of the total number of shares of Restricted Stock in addition to the shares of Restricted Stock that did not otherwise vest pursuant to clause (ii) will have signed non- compete clauses become vested if and when the Company’s Common Stock attains a market closing price of $20.00 per share within a period of four (4) years of the Grant Date, in each case, subject to Grantee’s continued service or employment with the Company or its Subsidiaries on each applicable date (each, a “Vesting Date”). There shall be no proportionate or partial vesting in the form attached hereto periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date, subject to Grantee’s continued service or employment with the Company or its Subsidiaries on each applicable Vesting Date. Shares of Restricted Stock that have vested pursuant to this Award are referred to herein as Exhibit "J". 8 Termination This Agreement “Vested Restricted Shares,” and shares of Restricted Stock that have not yet vested pursuant to this Award are referred to herein as “Unvested Restricted Shares.” Notwithstanding the foregoing and subject to any additional benefits that may be terminated at provided under any applicable executive severance agreement by and between Grantee and the Company in effect on the date hereof (any such agreement, as may be amended from time before to time, is referred to herein as the “Executive Severance Agreement”), upon a termination of Grantee’s service or at Closingemployment by the Company or its Subsidiaries without Cause, by; (a)The mutual agreement any portion of the parties; Unvested Restricted Shares that would have become vested during the six (b)Any party if: (iv) Any provision 6)-month period following such termination shall become immediately vested as of this Agreement applicable to the date of such termination. If an installment of the vesting would result in a party shall fractional Vested Restricted Share, that installment will be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable rounded to the othernext higher or lower whole number by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half, except for the final installment, which will be for the balance of the Restricted Stock.

Restricted Shares. Legend All Subject to the immediately succeeding paragraph b., the first $500,000 of each Annual Bonus (determined in accordance with the immediately preceding Section B but not including the tax liability payments made pursuant to paragraph c. of such Section) shall be satisfied by the issuance to CEO of restricted Class A common shares of the TALLMAN Common Shares xxxxxx Company as of March 15 of the year following the Bonus Year, subject to SELLERS hereunder will CEO being employed by the Company in good standing as of such date (or if such date is not a business day, the immediately preceding business day) (valued for this purpose at the closing price of the Company’s Class A common shares on the last trading day of the relevant Bonus Year as reported in the Wall Street Journal). Twenty-five percent (25%) of the Company shares that may be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunderCEO pursuant to this paragraph with respect to the 2007 Bonus Year, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC 2008 Bonus Year and the SELLERS under this Agreement 2009 Bonus Year during the Term shall be vest and are subject to fulfillment, prior to or at the Closing, of become transferable on each of the following conditions: first four anniversaries of the issuance thereof. One-third of the Company shares that may be issued to CEO pursuant to this paragraph with respect to the 2010 Bonus Year and subsequent Bonus Years during the Term shall vest and become transferable on each of the first three anniversaries of the issuance thereof. Notwithstanding the foregoing sentence, vesting of any such restricted shares issued to CEO pursuant to this Section C shall cease in the event and at such time as (i1) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct CEO resigns from the Company without Good Reason, (2) CEO is terminated by the Company for Cause, (3) the Term expires, if at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming expiration (x) CEO declined the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by Company’s proposal to extend the duration of this Agreement on terms at least substantially equivalent to be performed the terms hereof, or complied with by them prior to or at (y) the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS Company had Cause (as defined in Section 12 hereinbelow) with a legal opinion that the shares issued to CONSULTANTSterminate CEO, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and or (vi4) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance CEO does not comply with the terms Non-Competition, Non-Solicitation, Confidential Information and conditions Cooperation “Covenants” set forth in this paragraphSchedule I hereto along with his obligations, each said if applicable, under any release which he is required to provide in favor of the Company and those under any separation agreement to which he is party shall bear all costs and expenses as each party has incurred and no party shall be liable to with the otherCompany and/or its Affiliates (collectively, the “Post-Termination Obligations”).

Restricted Shares. Legend All shares of the TALLMAN Xxxxxxxx Common Shares xxxxxx Stock to SELLERS be received by the Xxxx Stockholders hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”), which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form DXxxxxxxx Common Stock, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, each Xxxx Stockholder shall have approved this execute a Subscription Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at A. In that regard, the Xxxx Stockholders shall acknowledge that Xxxxxxxx does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail Xxxxxxxx Common Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by them hereunder.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Shares have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued, be registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Shares, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware: (a) The obligations of AGC and that the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT Company will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTSimproperly transfer any such Shares, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as follows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement legend set forth above shall be promptly removed, and are subject the Company shall issue a certificate without such legend to fulfillmentthe holder of any such Unlegended Shares (as defined below) upon which such legend is stamped, prior to or at the Closing of each of the following conditions: if, unless otherwise required by state securities laws, (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at such Shares are registered for resale under the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or complied with all agreementstransfer of such Shares may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Shares that any time before or at Closing, by; (a)The mutual agreement selling shareholder must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this Section 7.

Restricted Shares. Legend All Sundog understands and acknowledges that the Envision Shares have not been registered under the Securities Act of 1933, as amended) (the TALLMAN Common Shares xxxxxx to SELLERS hereunder "ACT"), or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to another available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Envision Shares, Sundog is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at applicability of Rule 144 of the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingAct; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Envision will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at ClosingEnvision Shares, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.extent such restrictions apply, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE

Restricted Shares. Legend All of the TALLMAN LCI Common Shares xxxxxx issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANLCI '' stock transxxx xxxnttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC CI4NET and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANLCI's and MANAGEMENX'x xxxxxsentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN LCI and MANAGEMENT xxxxx xave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANLCI's directors and xxxxxxxxdersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANLCI's directors and xxxxxxxxdersshareholders, respectively; (iv) That TALLMAN LCI shall have filex xxx xotice filed the notice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANLCI's Board of DirexxxxxDirectors, xx by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMANLCI's outstanding Xxxmon Common Stock without changing either the authorized shares or the par value; approved the change of TALLMANLCI's corporate namx xx x xxme name to a name selected by AGCCI4NET; approved the resignation of all of TALLMANLCI's current xxxxxxxrs directors and the election of up to three designees of AGC CI4NET to serve as directors in place of TALLMANLCI's current xxxxxxxrsdirectors; and will have approved such other changes as are consistent with this Agreement and approved by AGC CI4NET and TALLMANLCI; and (b) The xxxxxxtions obligations of TALLMAN LCI and MANAGEMENT xxxxx xhis under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCCI4NET's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC CI4NET and the AGC CI4NET PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC CI4NET and AGC CI4NET PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGCCI4NET's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All On July 11, 2007, the Company’s board of directors approved the award to you of 300,000 shares of restricted common stock of the TALLMAN Common Shares xxxxxx Company, which vest as to SELLERS hereunder all shares on November 7, 2008. As of the Separation Date you have vested as to no shares. As additional consideration for your provision of Consulting Services, the unvested shares of restricted stock (300,000 shares) will vest on November 7, 2008 (the “Vesting Date”), and a certificate evidencing these shares will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunderyou (subject to appropriate arrangements being made by you to satisfy all applicable Company federal and state income and employment withholding taxes), will bear provided that you deliver all requested Consulting Services during the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC period between the Separation Date and the SELLERS under this Agreement shall be Vesting Date and are subject to fulfillment, prior to or at otherwise remain in compliance with the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination Notwithstanding any provisions in your stock option agreements or the governing stock option plan, all options that you hold to purchase shares of this Agreement the Company’s common stock shall cease vesting as of the Separation Date. Your right to exercise your option(s) for any reasonvested shares, in accordance and all other rights and obligations with the terms and conditions respect to your stock options(s), will be as set forth in your stock option agreement, grant notice and applicable plan documents.” Except as amended hereby, all other terms of the Agreement remain in full force and effect. After giving effect to this paragraphamendment, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable reference in the Agreement to “Agreement,” or words of like import referring to the other.Agreement shall refer to the Agreement as amended hereby. If the amendment described in this letter is acceptable to you, please sign and date below and then send the fully signed amendment to the CEO. The Company’s offer contained herein will automatically expire if we do not receive the fully signed amendment from you by November 7, 2008. Again, we wish you the best in your future endeavors. Sincerely, Procera Networks, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Chief Financial Officer Understood and Agreed: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx November 5, 2008 Date

Restricted Shares. Legend All of Rock understands and acknowledges that the TALLMAN Common Envision Shares xxxxxx to SELLERS hereunder have not been registered under the Act or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Rock agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to another available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Envision Shares, Rock is aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at applicability of Rule 144 of the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingAct; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Envision will issue stop transfer orders to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingstock transfer agent; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at ClosingEnvision Shares, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.extent such restrictions apply, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS

Restricted Shares. Legend All The Purchasers understand and acknowledge that the Shares have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the TALLMAN Common Shares xxxxxx to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Shares, the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and Purchasers are subject to fulfillment, prior to or at the Closing, of each of the following conditions: aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingExchange Commission Rule 144; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingsecurities; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto Shares, which legend will read substantially as Exhibit follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "JACT"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. 8 Termination This Agreement may be terminated at any time before or at ClosingTHESE SECURITIES MAY NOT BE OFFERED, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30SOLD, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayTRANSFERRED, restrain or prevent the consummation of this AgreementPLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon termination of this Agreement for any reasonFURTHERMORE, in accordance with the terms and conditions set forth in this paragraphTHE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. Legend All Purchasers understand and acknowledge that neither the Purchased Securities nor the Common Stock underlying the New Options have been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. As to certain of the TALLMAN Common Shares xxxxxx to SELLERS Purchasers which are not U.S. persons within the meaning of Regulation S, the offer and sale contemplated hereunder has been and will be made in an "restricted securitiesoffshore transaction" with no "directed selling efforts" in the U.S. (all within the meaning of Regulation S), and each such Purchaser has agreed and hereby confirms that during the Holding Period (as defined below) commencing on the Closing Date, no offer or sale of any Purchased Securities shall be made in the U.S. or to a "U.S. person" (as defined in Rule 144 under Regulation S) or for the 33 Act and each stock certificate issued account or benefit of a "U.S. person." The "Holding Period" shall expire on the 360th day after the Closing Date. With regard to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Purchased Securities or any security underlying or into which the Purchased Securities are or may be convertible, Purchasers are aware (i) That TALLMAN's of the limitations and MANAGEMENX'x xxxxxsentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingExchange Commission Rule 144; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingsecurities; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Purchased Securities and any time before security underlying or at Closing, by; (a)The mutual agreement into which any of the parties; Purchased Securities are or will be convertible, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30THE "ACT"), 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayAND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, restrain or prevent the consummation of this AgreementSOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS [AS TO HOLDERS WHICH ARE NOT "U.S. PERSONS" WITHIN THE MEANING OF REGULATION S]. Upon termination of this Agreement for any reasonSUBJECT TO CERTAIN REGISTRATION RIGHTS, in accordance with the terms and conditions set forth in this paragraphTHE HOLDER OF THESE SECURITIES HAS AGREED AND COVENANTED NOT TO OFFER OR SELL THESE SECURITIES IN THE UNITED STATES, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherITS TERRITORIES OR POSSESSIONS, OR TO PERSONS KNOWN TO BE NATIONALS OR RESIDENTS OF THE UNITED STATES, UNTIL THE 361ST DAY FOLLOWING THE CLOSING DATE, 1998, AND THEREAFTER ONLY IF THE SHARES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER IS AVAILABLE. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. Legend All Purchaser understands and acknowledges that the Shares have not been, and will not as of the TALLMAN Common Shares xxxxxx to SELLERS hereunder time issued, be registered under the Securities Act and that they will be "restricted securities" as defined issued in Rule 144 reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold unless they are included in an effective registration statement filed under the 33 Securities Act and each stock certificate issued or unless an exemption from registration is available for such resale. With regard to SELLERS hereunderthe restrictions on resales of the Shares, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock transxxx xxxnt. 2. Conditions Precedent to Closing Purchaser is aware: (a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as follows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The obligations of AGC legend set forth above shall be promptly removed, and the SELLERS under this Agreement Company shall be and are subject issue a certificate without such legend to fulfillment, prior to or at the Closing, holder of each of the following conditions: (i) That TALLMAN's and MANAGEMENX'x xxxxxsentations and warranties contained herein shall be true and correct at the time of Closing as if any such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT xxxxx xave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and xxxxxxxxders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and xxxxxxxxders, respectively; (iv) That TALLMAN shall have filex xxx xotice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have filex xxx Xorm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS Unlegended Shares (as defined in Section 12 herein9.3 below) with a legal opinion that the shares issued to CONSULTANTSupon which such legend is stamped, if, unless otherwise required by virtue of the filing of Form Dstate securities laws, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Direxxxxx, xx proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding Xxxmon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate namx xx x xxme selected by AGC; approved the resignation of all of TALLMAN's current xxxxxxxrs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current xxxxxxxrs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The xxxxxxtions of TALLMAN and MANAGEMENT xxxxx xhis Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's such Shares are registered for resale under the Securities Act and SELLERS' representations and warranties contained herein shall be true and correct at are sold in compliance with the time requirements of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; Securities Act, (ii) That AGC and AGC PRINCIPALS shall have performed in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that a public sale, assignment or complied with all agreementstransfer of such Shares may be made without registration under the Securities Act, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend set forth above in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing such Shares that any time before or at Closing, by; (a)The mutual agreement selling shareholder must comply with the prospectus delivery requirements of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this AgreementSecurities Act in connection with any resale. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party The Company shall bear all costs and expenses the cost of the removal of any legend as each party has incurred and no party shall be liable to the otheranticipated by this Section 7.