Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since June 30, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30October 31, 19992012, except as set forth on Schedule 4.7: (ai) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (bii) there has been no material materially adverse change in the condition (financial or otherwise), operating resultsbusiness, property, assets or liabilities of the CompanyCompany other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (ciii) there has been no damage change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (div) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interestsstock; (ev) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer officer, consultant or employeeemployee that if consummated would have a materially adverse effect on its business; (fvii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's ’s knowledge, threatened; (gviii) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (hix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has not been no other event or condition of any waiver character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been no waivers by the Company of a valuable material right or of a material debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (kxii) there have not been no issuances of any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition securities of the Company; and (lxiii) there has been no agreement or commitment by the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of do any of its assets or rights for consideration the things described in excess of $25,000 in any one transaction or series of other related transactionsthis Section 2.7.

Absence of Changes. Since June 30January 31, 1999, except as set forth on Schedule 4.7: 1997 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not ------------------ entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (g) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fh) there has been no labor dispute involving the Company or its employees and none is pending orchange, to the best of the Company's knowledge, threatened; (g) there has not been any material change except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hi) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (j) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , and (ik) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30December 31, 19992008, except as set forth on Schedule 4.7: (ai) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company; (bii) there has been no material materially adverse change in the condition (financial or otherwise), operating resultsbusiness, property, assets or liabilities of the CompanyCompany other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (ciii) there has been no damage change to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (div) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interestsstock; (ev) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no resignation or termination of employment of any key officer officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer officer, consultant or employeeemployee that if consummated would have a materially adverse effect on its business; (fvii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's ’s knowledge, threatened; (gviii) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (hix) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (x) there has not been no other event or condition of any waiver character pertaining to and materially and adversely affecting the assets or business of the Company; (xi) there have been no waivers by the Company of a valuable material right or of a material debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (kxii) there have not been no issuances of any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition securities of the Company; and (lxiii) there has been no agreement or commitment by the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of do any of its assets or rights for consideration the things described in excess of $25,000 in any one transaction or series of other related transactionsthis Section 2.7.

Absence of Changes. Since June Except as specifically set forth in ------------------ this Agreement, since September 30, 1999, except as set forth on Schedule 4.71998: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which that was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise)) of the business, operating resultsprospects, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, prospects, business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, redeemed or purchased or otherwise acquired any of its capital stock or equity interestsincurred any material tax liability; (e) the Company has not changed any compensation arrangement or agreement with any of its key employees or executive officers, or changed the rate of pay of its employees as a group; (f) the Company has not received notice that there has been a loss of a material customer of the Company; (g) the Company has not changed or amended any contract by which the Company or any of its assets are bound or subject that would have a material adverse effect on the Company; (h) there has been no resignation or termination of employment of any key officer or key employee of the Company, and the Company does not know of the any impending resignation or termination of employment of any such officer or employeekey employee that if consummated would have a material adverse effect on the Company; (fi) there has been no labor dispute involving the Company or any of its employees and and, to the knowledge of the Company, none is pending oror threatened, to the best of the Company's knowledge, threatened; (gj) there has not been any no material and adverse change in the contingent obligations obligation of the Company (nor in any material contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; (hk) there have been no loans or guarantees made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business; (1) there has not been any no waiver by the Company of a valuable right or of a debt owed owing to itthe Company that would have a material adverse effect on the Company; (im) there has not been any satisfaction or discharge of any material adverse change lien, claim or amendment to a contract encumbrance or any payment of any material obligation by which the Company except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or any business of its assets or properties is bound or subjectthe Company; (jn) the Company has not sold or transferred any patent, service xxxx, trade name, copyright, trade secret or proprietary right necessary for its business; and (o) there has not been no other event or condition of any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there character that would have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30Except as disclosed in the SEC Reports, since ------------------ December 31, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (dc) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock stock; (d) there has not been any material change in any compensation arrangement or equity interestsagreement with any employee, officer, director or stockholder; (e) there has been no resignation or termination of employment of any key officer officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer officer, consultant or employeeemployee that if consummated would have a materially adverse effect on its business; (f) there has been no labor organization activity or labor dispute involving the Company or its employees and none no labor dispute is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (i) there has not been any waiver by the Company of a valuable right or of a material debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; and (j) there has not been any material increase debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in excess the ordinary course of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensationbusiness; (k) there have has not been any events satisfaction or circumstances thatdischarge of any lien, individually claim or encumbrance or payment of any obligation by the Company, except in the aggregateordinary course of business and that is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted); and (l) the Company has not received notice that there has been a loss of, or material order cancellation by, any major customer or supplier of the Company; (im) incurred there has been no mortgage, pledge, transfer of a security interest in, or lien, created by the Company, (n) there has been no sale, assignment or transfer of any indebtedness for money borrowedpatents, except pursuant trademarks, copyrights, trade secrets or other intangible assets; (o) there has been no change in any material agreement to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to which the Company dated June 23is a party or by which it is bound which materially and adversely affects the business, 1999 assets, liabilities, financial condition, operations or prospects of the Company; (the "Bank One Agreement"), (iip) made any loans or advances with respect to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its material properties or assets, except liens for taxes not yet due or payable; there has been no other event or condition of any character pertaining to and materially and adversely affecting the assets or rights for consideration business of the Company; and (q) the Company has not entered into any arrangement or commitment to do any of the acts described in excess of $25,000 in any one transaction or series of other related transactionssubsection (a) through (p) above.

Absence of Changes. Since June 30, 1999, except as set forth on Schedule 4.7the Interim Balance Sheet Date: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company there has not entered into any transaction which was not in the ordinary course of businessbeen, and no event has occurred that would reasonably be expected to have, a Material Adverse Effect; (b) there has not been no material adverse change any loss, damage or destruction to, or any interruption in the condition (financial or otherwise)use of, operating results, property, any of the assets or liabilities of the Company; (c) there the Company has been no damage tonot declared, destruction accrued, set aside or paid any dividend or made any other distribution in respect of any shares or loss of physical property (whether other securities or not covered by insurance) materially and adversely affecting the business repurchased, redeemed or operations otherwise reacquired any shares or other securities of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase expenditure in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, 20,000 individually or $50,000 in the aggregate, have had a material adverse effect on the financial condition of the Company; and (le) the Company has not (i) incurred leased or licensed any indebtedness for money borrowed, except pursuant asset to the Financing Agreement and the Loan Agreement, Revolving Line of Credit or from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any other Person, other than (1) granting non-exclusive licenses to Company IP Rights in the ordinary course of business for end use of the Company Products, (2) confidentiality agreements entered into in the ordinary course of business; (f) the Company has not made any loan or advance to any other Person (other than travel advances made to employees in the ordinary course of business); (g) no Company Contract has been amended or prematurely terminated; (h) the Company has not forgiven any debt or otherwise released or waived any material right or claim; (i) except for travel expenses this Agreement and the Transactions, the Company has not exceeding $25,000entered into any transaction outside the ordinary course of business or taken any other action outside the ordinary course of business; (j) the Company has not made or changed any material Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment relating to the Company, surrendered any right to claim a refund of material Taxes, consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or taken any other similar action, or (iii) sold, exchanged or otherwise disposed omitted to take any action relating to the filing of any Tax Return or the payment of its assets any Tax; and (k) the Company has not agreed, committed or rights for consideration offered (in excess writing or otherwise) to take any of $25,000 the actions referred to in any one transaction or series of other related transactionsclauses “(a)” through “(j)” above.

Absence of Changes. Since December 31, 1999 (or June 30, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) 2000 where specifically indicated): there has not been any material adverse change or amendment to a contract by which the Company or in any of its assets the Acquired Corporations' business, assets, liabilities, results of operations, financial performance or properties is bound or subjectprospects, and, to the best of the knowledge of the Company, no event has occurred that could reasonably be expected to, have a Material Adverse Effect on any of the Acquired Corporations; (j) there has not been any material increase loss, damage or destruction to, or any material interruption in excess of $25,000 annually in the use of, any compensation arrangement or agreement with any employee of the Company receiving compensationAcquired Corporations' material assets (whether or not covered by insurance); (k) there none of the Acquired Corporations has declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of their respective capital stock, and have not been repurchased, redeemed or otherwise reacquired any events shares of their respective capital stock or circumstances thatother securities; the Acquired Corporations have not sold, individually issued or authorized the issuance of (i) any capital stock or other security (except for, in the aggregate, have had a material adverse effect on the financial condition case of the Company; and (l) , Company Common Stock issued upon the exercise of outstanding Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"Options), (ii) made any loans option or advances right to acquire any Person, capital stock or any other than ordinary advances for travel expenses not exceeding $25,000security, or (iii) soldany instrument convertible into or exchangeable for any capital stock or other security; the Company has not amended or waived any of its rights under, exchanged or permitted the acceleration of vesting under, (i) any provision of its 1998 Stock Plan, (ii) any provision of any agreement evidencing any outstanding Company Option, or (iii) any restricted stock purchase agreement; there has been no amendment to any of the Acquired Corporations' Incorporation Documents, and none of the Acquired Corporations have effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; none of the Acquired Corporations has formed any subsidiary or acquired any equity interest or other interest in any other Entity; none of the Acquired Corporations has made any capital expenditure since June 30, 2000 which, when added to all other capital expenditures made on behalf of such respective Acquired Corporation since June 30, 2000, exceeds $100,000; none of the Acquired Corporations has (i) since June 30, 2000 entered into or permitted any of the assets owned or used by it to become bound by any Contract that is or would constitute a Material Contract (as defined in Section 2.10(a)), or (ii) amended or prematurely terminated, or waived any material right or remedy under, any such Material Contract; none of the Acquired Corporations has (i) acquired, leased or licensed any material right or other material asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any right, except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with each Acquired Corporation's past practices and except for the nonexclusive licenses of software by an Acquired Corporation to its customers in the ordinary course of business and consistent with the Acquired Corporation's past practices; none of the Acquired Corporations has written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of $10,000 with respect to a single matter, or in excess of $75,000 in the aggregate; none of the Acquired Corporations has made any pledge of any of its assets or rights otherwise permitted any of its assets to become subject to any Encumbrance, except for consideration pledges of immaterial assets made in excess the ordinary course of $25,000 business and consistent with such Acquired Corporation's past practices; none of the Acquired Corporations has (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the ordinary course of business), or (ii) incurred or guaranteed any indebtedness for borrowed money; none of the Acquired Corporations has (i) established or adopted any Employee Benefit Plan, (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (iii) other than in the ordinary course of business and consistent with past practices, hired any new employee; none of the Acquired Corporations have changed any of their respective methods of accounting or material accounting practices in any one respect; none of the Acquired Corporations has made any Tax election; none of the Acquired Corporations has commenced or settled any Legal Proceeding; none of the Acquired Corporations has entered into any material transaction or series taken any other material action outside the ordinary course of other related transactionsbusiness or inconsistent with its past practices; and none of the Acquired Corporations has agreed or legally committed to take any of the actions referred to in clauses "(c)" through "(r)" above".

Absence of Changes. Since June 30Except as provided in Schedule 2.7 hereto, 1999since ------------------ ------------ December 31, except as set forth on Schedule 4.7: 1997, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company Seller has not entered into any transaction which affecting the Purchased Assets that was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial damage, destruction or otherwise), operating results, property, assets or liabilities loss of any of the CompanyPurchased Assets (whether or not covered by insurance); (c) there has been no damage todistribution to any member of Seller in respect of his membership interest, destruction of whether in cash or loss of physical property (whether property, and no purchase or not covered by insurance) materially and adversely affecting the business or operations redemption of the Companymembership interest of any member of Seller; (d) the Company Seller has not declared or paid any dividend or made any distribution on or with respect failed to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired satisfy any of its capital stock debts, obligations or equity interestsliabilities related to the Business or the Purchased Assets as the same become due and owing; (e) there has have been no resignation capital expenditures in excess of $10,000 for any single item, or termination of employment of any key officer or employee of $25,000 in the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employeeaggregate; (f) there Seller has been no labor dispute involving the Company or its employees and none is pending ornot ceased to transact business with any customer that, to the best as of the Company's knowledgedate of such cessation, threatenedrepresented more than 5% of the annual gross revenues of Seller; (g) there has not been no termination or resignation of any material change in key employee or officer of Seller, and to the contingent obligations knowledge of Seller and the CompanyGreen Room Members, by way of guaranty, endorsement, indemnity, warranty no such termination or otherwiseresignation is threatened; (h) there has been no change in accounting methods or practices or Seller, or revaluation of any of the Purchased Assets (other than Accounts Receivable (as defined in Section 2.23 hereof) written down in the ordinary course of business that are not been in excess of $10,000 for any waiver by single Seller Account Receivable and $25,000 in the Company of a valuable right or of a debt owed to itaggregate); (i) there has not been no amendment or termination of any material adverse change oral or amendment written contract, agreement or license related to the Business, to which Seller is a contract party or by which it is bound, except in the Company ordinary course of business, or any of its assets or properties is bound or subjectexcept as expressly contemplated by this Agreement; (j) there has not been no agreement or commitment to do any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensationforegoing; and (k) there have not has been any events no other event or circumstances that, individually condition pertaining to and materially affecting the Purchased Assets or in the aggregate, have had a material adverse effect on ability of Seller to consummate the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan transactions contemplated by this Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30Except as provided in Schedule 2.7 hereto, 1999since ------------ December 31, except as set forth on Schedule 4.7: 1997, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company Seller has not entered into any transaction which that was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial damage, destruction or otherwise), operating results, property, assets or liabilities loss of any of the CompanyPurchased Assets (whether or not covered by insurance); (c) there has been no damage todistribution to the Stockholder in respect of his stock interest, destruction of whether in cash or loss of physical property (whether property, and no purchase or not covered by insurance) materially and adversely affecting the business or operations redemption of the Companystock interest of any stockholder of Seller; (d) the Company Seller has not declared or paid any dividend or made any distribution on or with respect failed to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired satisfy any of its capital stock debts, obligations or equity interestsliabilities related to the Online Business or the Purchased Assets as the same become due and owing; (e) there has have been no resignation capital expenditures in excess of $10,000 for any single item, or termination of employment of any key officer or employee of $25,000 in the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employeeaggregate; (f) there Seller has been no labor dispute involving the Company or its employees and none is pending ornot ceased to transact business with any customer that, to the best as of the Company's knowledgedate of such cessation, threatenedrepresented more than 5% of the annual gross revenues of Seller; (g) there has not been no termination or resignation of any material change in key employee or officer of Seller, and to the contingent obligations knowledge of Seller and the CompanyStockholder, by way of guaranty, endorsement, indemnity, warranty no such termination or otherwiseresignation is threatened; (h) there has been no change in accounting methods or practices of Seller, or revaluation of any of the Purchased Assets (other than Online Accounts Receivable (as defined in Section 2.25 hereof) written down in the ordinary course of business that are not been in excess of $10,000 for any waiver by single Online Account Receivable and $25,000 in the Company of a valuable right or of a debt owed to itaggregate); (i) there has not been no amendment or termination of any material adverse change oral or amendment written contract, agreement or license related to the Online Business, to which Seller is a contract party or by which it is bound, except in the Company ordinary course of business, or any of its assets or properties is bound or subjectexcept as expressly contemplated by this Agreement; (j) there has not been no agreement or commitment to do any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensationforegoing; and (k) there have not has been any events no other event or circumstances that, individually condition pertaining to and affecting the Purchased Assets or in the aggregate, have had a material adverse effect on ability of Seller to consummate the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan transactions contemplated by this Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30There has not been (i) any material or adverse change in the business, 1999assets or condition, except financial or otherwise, operation or prospects, of the Company or Earthworks; (ii) neither the business, condition, operations nor prospects of the Company and/or Earthworks, nor any of their respective properties or assets has been adversely affected as set forth on Schedule 4.7: a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; (aiii) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into issued any transaction which was common membership interests or other limited liability company security or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights, (iv) the Company and/or Earthworks have not borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), (v) the Company and/or Earthworks have not discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent), (vi) the Company and/or Earthworks have not declared or made any payment or distribution to members or purchased or redeemed any shares of its capital stock or other security, (vii) the Company and/or Earthworks have not mortgaged, pledged, encumbered or subjected to lien any of its assets, tangible or intangible other than liens of current real property taxes not yet due and payable, (viii) the Company and/or Earthworks have not sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or cancelled any debt or claim, (ix) the Company and/or Earthworks have not sold, assigned, transferred or granted any license with respect to any patents, trademarks, trade names, service marks, trade dress, copyrights, trade secrets, inventions, technology, know-how, confidential and proprietary information, computer software, domain names or other intangible asset (the “Intellectual Property”) related to the Z-Force Property, except for such Intellectual Property transferred from Earthworks to the Company, (x) the Company and/or Earthworks have not suffered any loss of property or waived any right of substantial value whether or not in the ordinary course of business; , (bxi) there has been no material adverse the Company and/or Earthworks have not made any commitments or change in key employee or officer compensation, (xii) the condition (financial Company and/or Earthworks have not made any loan to any officer, manger or otherwise), operating results, property, assets or liabilities members of the Company; Company or Earthworks, or any agreement or commitment therefore, (cxiii) there has been no damage tothe Company and/or Earthworks have not entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby, (xiv) the Company and/or Earthworks have not experienced any damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business its assets, property or operations of the Company; business, (dxv) the Company has and/or Earthworks have not declared or paid any dividend or made any distribution on change in the accounting methods or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving practices followed by the Company or its employees and none is pending orEarthworks, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (lxvi) the Company has and/or Earthworks have not entered into or changed the terms of any material contract, agreement or instrument and (ixvii) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 and/or Earthworks have not entered into any commitment (the "Bank One Agreement"), (iicontingent or otherwise) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of do any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsthe foregoing.

Absence of Changes. Since June 30Except as provided in Schedule 2.5 hereto, 1999since ------------ December 31, except as set forth on Schedule 4.7: 1997, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has Sellers have not entered into any transaction which that was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage todamage, destruction of or loss of physical property any of the Purchased Assets (whether or not covered by insurance); (c) materially Sellers have not failed to satisfy any of their debts, obligations or liabilities related to the Design Business or the Purchased Assets as the same become due and adversely affecting the business or operations of the Companyowing; (d) there have been no capital expenditures related to the Company has not declared or paid Design Business in excess of $10,000 for any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestssingle item, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests$25,000 in the aggregate; (e) there has been no resignation or termination of employment of Sellers have not ceased to transact business with any key officer or employee customer that, as of the Companydate of such cessation, and the Company does not know represented more than 5% of the impending resignation or termination annual gross revenues of employment of any such officer or employeethe Design Business; (f) there has been no labor dispute involving termination or resignation of any key employee or officer of the Company or its employees Design Business, and none is pending or, to the best knowledge of the Company's knowledgeSellers, no such termination or resignation is threatened; (g) there has not been any material no change in the contingent obligations accounting methods or practices of the CompanyDesign Business, by way or revaluation of guaranty, endorsement, indemnity, warranty or otherwiseany of the Purchased Assets; (h) there has not been no amendment or termination of any waiver material oral or written contract, agreement or license related to the Design Business, to which any of Sellers is a party or by which any of them is bound, except in the Company ordinary course of a valuable right business, or of a debt owed to itexcept as expressly contemplated hereby; (i) there has not been any material adverse change no agreement or amendment commitment to a contract by which the Company or do any of its assets or properties is bound or subjectthe foregoing; and (j) there has not been any material increase in excess no other event or condition pertaining to and affecting the Purchased Assets or the ability of $25,000 annually in any compensation arrangement or agreement with any employee of Sellers to consummate the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in transactions contemplated hereby. Sellers' liabilities described on Schedule 2.5 are among the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.Retained Liabilities. ------------

Absence of Changes. Since June 30, 1999, except Except as set forth on in the Disclosure Schedule 4.7: and as contemplated by this Agreement, since July 31, 2003, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets assets, liabilities or liabilities prospects of the Company; Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not changed any compensation arrangement or agreement with any of its key employees or officers, or changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets is bound or subject, (g) there has been no resignation or termination of employment of any key officer or employee service provider of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving service provider that if consummated would have an adverse effect on the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations business of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company sale, assignment or transfer of a valuable right any material assets, intangible or of a debt owed to it; otherwise, (i) there has not been any material adverse change no mortgage, pledge, transfer of a security interest in, or amendment lien, created by the Company, with respect to a contract by which the Company or any of its assets material properties or properties is bound assets, except liens for taxes not yet due or subject; payable and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets, (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement loans or agreement with any employee of guarantees made by the Company receiving compensation; to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than expense advances, options and other advances made in the ordinary course of its business, (k) there have not has been no other event or condition of any events character pertaining to and materially adversely affecting the assets or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition business prospects of the Company; and , or (l) there has been no written agreement or commitment by the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of do any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsthe things described above.

Absence of Changes. Except as specifically disclosed in the SEC Documents filed with the SEC prior to the date hereof, since December 31, 1999, there have been no material adverse changes in the financial condition, business, properties or prospects of the Company or of the Company and its Subsidiaries, taken as a whole, other than changes referred to in subsequent SEC Documents or the Offering Memorandum which have had a Material Adverse Effect. Except as set forth in Schedule 2(e), the Company does not know of any fact (other than matters of a general economic nature) which materially affects adversely or, so far as the Company can now foresee, will materially affect adversely the financial condition, business, properties or prospects of the Company, or of the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agency Agreement. Since June 30December 31, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999with respect to matters of which the Company has notified you in writing or which have been specifically disclosed in the SEC Documents filed with the SEC prior to the date hereof, the Company has not entered into incurred any transaction which was liabilities or obligations, direct or contingent, not in the ordinary course of business; (b) , or entered into any transaction not in the ordinary course of business, which is material to the business of the Company, and, except as set forth in Schedule 2(e), there has not been no material any change in the capital stock of, or any incurrence of long-term debt by, the Company, or any issuance of options, warrants or other rights to purchase the capital stock of the Company, or any adverse change or any development involving, so far as the Company can now reasonably foresee, a prospective adverse change in the condition (financial or otherwise), operating resultsnet worth, propertyresults of operations, assets business, key personnel or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting properties which would be material to the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee financial condition of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in become a party to, and neither the contingent obligations of business nor the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee property of the Company receiving compensation; (k) there have has become the subject of, any material litigation whether or not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition ordinary course of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsbusiness.

Absence of Changes. Since June 30December 31, 19992006, except as set forth on Schedule 4.7: (ai) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30the Business has, 1999in all material respects, the Company has not entered into any transaction which was not been conducted in the ordinary course of business; business consistent with past practice, (bii) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid occurred any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Companyevent, and the Company there does not know exist any condition nor any set of circumstances, that has had or would reasonably be expected to have a Material Adverse Effect on the impending resignation or termination of employment of any such officer or employee; Business taken as a whole, (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (giii) there has not been any material change direct or indirect redemption, purchase or other acquisition of stock of any Transferred Subsidiary, or other than with respect to assets that are not Subsidiary Assets, any declaration, setting aside or payment of any dividend or other distribution by any Transferred Subsidiary in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any respect of its assets or properties is bound or subject; capital stock, (jiv) there no Transferred Subsidiary has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowedborrowed money, except pursuant to or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the Financing Agreement and the Loan Agreementobligations of any other individual, Revolving Line of Credit from Bank Onefirm or corporation, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) or made any loans or advances to any Personother individual, other than ordinary advances for travel expenses firm or corporation, (v) there has not exceeding $25,000been any change in the financial or Tax accounting methods, principles or practices of any Transferred Subsidiary, (iiivi) sold, exchanged or otherwise disposed there has not been any revaluation by any Transferred Subsidiary of any of its assets assets, including, without limitation, writing down the value of inventory or rights writing off notes or accounts receivable, (vii) except for consideration amounts that are not material, there has not been any damage, destruction or loss suffered by any Transferred Subsidiary, whether covered by insurance or not, and (viii) there has not been any agreement by any Seller or any Transferred Subsidiary to do any of the things described in excess of $25,000 the preceding clauses (i) through (viii) other than as expressly provided for in any one transaction or series of other related transactionsthis Agreement.

Absence of Changes. Since June 30December 31, 1999, except as set forth on Schedule 4.71993: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has ------------------ not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results. business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (h) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fi) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any continent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (1) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; , and (ln) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and best of the Loan Agreementknowledge of the Company, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans there has been no other event or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed condition of any of its character pertaining to and materially adversely affecting the assets or rights for consideration in excess business of $25,000 in any one transaction or series of other related transactionsthe Company.

Absence of Changes. Since June Except as contemplated by this Agreement since September 30, 1999, except as set forth on Schedule 4.72001: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, (h) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such key officer or employee; , (fi) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (l) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; , and (ln) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan AgreementCompany's knowledge, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans there has been no other event or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed condition of any of its character pertaining to and materially adversely affecting the assets or rights for consideration in excess business of $25,000 in any one transaction or series of other related transactionsthe Company.

Absence of Changes. Since Except as set forth in Schedule 3.7 attached hereto and the transactions contemplated by Section 7.10 hereof, since June 30, 1999, except as set forth on Schedule 4.71996: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, neither the Company nor any of its subsidiaries has not entered into any agreement or transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the CompanyCompany or any of its subsidiaries; (dc) neither the Company has not nor any of its subsidiaries have declared or paid any dividend or made any distribution (in cash, securities or other property) on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interestsstock; (ed) there neither the Company nor any subsidiary has been no resignation or termination of employment increased the compensation of any key officer of its respective officers, or employee the rate of pay of its employees as a group, except as part of regular compensation increases in the Company, ordinary course of business; and the Company does not know of the impending resignation or termination of employment of any such key officer or employeeemployee of the Company or any of its subsidiaries that if consummated would have a materially adverse effect on its business, except that Jeroxx Xxxxxxx, xxnager of Securities Associates Command Center II, LLC, has orally agreed to work for the Company only until December 31, 1996; (fe) there has been no labor dispute involving the Company Company, any subsidiary or its their respective employees and none is pending or, to the best of the Company's knowledge, threatened; (gf) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the CompanyCompany or any subsidiary, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (kg) there have not been any events loans made by the Company or circumstances thatany subsidiary to any of its employees, individually officers or directors other than travel advances and office advances made in the aggregate, have had a material adverse effect on the financial condition ordinary course of the Companybusiness; and (lh) neither the Company nor any subsidiary has not borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), except expenses incurred in the ordinary course of business; (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to neither the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made nor any loans subsidiary has paid any obligations or advances to any Personliabilities, other than current liabilities paid in the ordinary advances for travel expenses not exceeding $25,000course of business; (j) neither the Company nor any subsidiary has mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its properties or assets; (iiik) neither the Company nor any subsidiary has sold, exchanged assigned or otherwise disposed of transferred any of its assets other than in the ordinary course of business; (l) neither the Company nor any subsidiary has made any capital expenditures or rights for consideration commitments therefor except in excess the ordinary course of $25,000 in business; and (m) to the best knowledge of the Company, there has been no other event or condition of any one transaction character pertaining to and materially adversely affecting the assets or series business of other related transactionsthe Company or any subsidiary.

Absence of Changes. Since June 30, 1999, except Except as set forth on Schedule 4.7: (ain Part 3.4(c) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage toDisclosure Schedule, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsbetween March 31, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, 2015 and the Company does not know date of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; this Agreement: (i) there has not been any material adverse change or amendment to a contract by which Material Adverse Effect on the Company or any of its assets or properties is bound or subjectAcquired Companies; (jii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, the material assets of the Acquired Companies; (iii) none of the Acquired Companies has declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock or limited liability company interests, and has not repurchased, redeemed or otherwise reacquired any shares of its capital stock, limited liability company interests or other securities; (iv) none of the Acquired Companies has changed any of its methods of accounting or accounting practices in any material respect; (v) none of the Acquired Companies has forgiven, cancelled, compromised, waived or released any Indebtedness owed to them; (vi) there has been no increase in salary or bonus or other compensation or benefits payable or provided to any director, officer, employee, consultant, advisor or agent of the Acquired Companies, except wage or salary increases required by existing Acquired Company Contracts; (vii) none of the Acquired Companies has made any commitment outside of the ordinary course of business or in excess of $25,000 annually 250,000 in any compensation arrangement the aggregate for capital expenditures to be paid after the Closing or agreement failed to incur capital expenditures in accordance with any employee the capital expense budget attached to Part 3.4(c) of the Company receiving compensationDisclosure Schedule; (kviii) there have not been none of the Acquired Companies has issued, assumed or incurred any events or circumstances that, individually or Indebtedness involving more than $250,000 in the aggregate; (ix) no Contract has been terminated or expired which, have had a material adverse effect if in existence on the financial condition date hereof, would constitute a Material Contract; (x) none of the CompanyAcquired Companies has made or changed any Tax election except as required by any Legal Requirements; and (lxi) none of the Company Acquired Companies has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans agreed or advances committed to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsthe foregoing.

Absence of Changes. Since June 30, 1999, Except as provided in Schedule 4.7 hereto ------------ and except as set forth on Schedule 4.7: contemplated by this Agreement, since December 31, 1996, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company TWG has not entered into any transaction which that was not in the ordinary course of business; (b) there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities properties of the CompanyTWG; (c) there has been (i) no damage todeclaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of TWG in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any shares of the capital stock of TWG; (d) there has been no declaration, payment, or commitment for the payment, by TWG, of a bonus or other additional salary, compensation, or benefit to any employee of TWG that was not in the ordinary course of business; (e) there has been no release, compromise, waiver or cancellation of any debts to or claims by TWG, or waiver of any rights of TWG, in each case having a value in excess of $10,000; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate; (g) there has been no change in accounting methods or practices or revaluation of any assets of TWG (other than TWG Accounts Receivable (as defined in Section 4.26 hereof) written down in the ordinary course of business that are not in excess of $10,000 for any single TWG Account Receivable and $25,000 in the aggregate); (h) there has been no material damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business TWG Business or the operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to itTWG; (i) there has not been no loan by TWG, or guaranty by TWG of any material adverse change loan, to any employee of TWG or amendment to a contract by which any Person related to the Company or any of its assets or properties is bound or subjectTWG Business; (j) there TWG has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement ceased to transact business with any employee customer that, as of the Company receiving compensationdate of such cessation, represented more than 5% of the annual gross revenues of TWG; (k) there have not has been no termination or resignation of any events key employee or circumstances thatofficer of TWG, individually and neither TWG nor the TWG Shareholder is aware of any such termination or resignation that is threatened; (l) there has been no amendment or termination of any material oral or written contract, agreement or license related to the TWG Business, to which TWG is a party or by which it is bound, except in the aggregateordinary course of business, have had a material adverse effect on or except as expressly contemplated by this Agreement; (m) TWG has not failed to satisfy any of its debts, obligations or liabilities related to the TWG Business or the assets of TWG as the same become due and owing (except for TWG Accounts Payable (as defined in Section 4.27 hereof), payable in accordance with past practices and in the ordinary course of business); (n) there has been no agreement or commitment by TWG to do any of the foregoing; and (o) there has been no other event or condition of any character pertaining to and materially affecting the assets, Business or financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsTWG.

Absence of Changes. Since June 30March 31, 1999, except as set forth on Schedule 4.71991: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) except as contemplated by this Agreement, the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not materially changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (h) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fi) there has been no labor dispute involving the Company or its employees employees, and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company (including any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (1) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or properties is bound or subject; business of the Company, and (jn) there has not been no other event or condition of any material increase in excess of $25,000 annually in any compensation arrangement character pertaining to and materially adversely affecting the assets or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30March 31, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company Corporation has not ------------------- entered into any transaction which was not in the ordinary course of business; (b) there has been no material materially adverse change in the business, properties, prospects, profits or condition (financial or otherwise), operating results, property, assets or liabilities ) of the CompanyCorporation other than changes which, individually or in the aggregate, have not had a Material Adverse Effect ; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Companythat has had a Material Adverse Effect; (d) the Company Corporation has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interestsstock; (e) the Corporation has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (f) there has been no resignation or termination of employment of any key officer officer, consultant or employee of the CompanyCorporation, and the Company Corporation does not know of the impending resignation or termination of employment of any such officer officer, consultant or employeeemployee that if consummated would have a Material Adverse Effect on its business; (fg) there has been no labor dispute involving the Company Corporation or its employees and none is pending or, to the best of the CompanyCorporation's knowledge, threatened; (gh) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the CompanyCorporation, by way of guaranty, endorsement, indemnity, warranty or otherwise; (hi) there has have not been any waiver loans made by the Company of a valuable right or of a debt owed Corporation to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets employees, officers or properties is bound or subjectdirectors other than travel advances and office advances made in the ordinary course of business; (j) there has not been any material increase in excess acceleration or prepayment of $25,000 annually in any compensation arrangement indebtedness for borrowed money or agreement with the refunding of any employee of the Company receiving compensationsuch indebtedness; and (k) to the best knowledge of the Corporation, there have not has been no other event or condition of any events or circumstances that, individually or in the aggregate, have had character pertaining to and having a material adverse effect Material Adverse Effect on the financial condition assets or business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsCorporation.

Absence of Changes. Since Except as provided in Schedule 4.7 hereto and ------------ except as contemplated hereby, since June 30, 1999, except as set forth on Schedule 4.7: 1998 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company Ionix has not entered into any material transaction which that was not in the ordinary course of business; (b) except for sales of services and conveyances (whether by license, sale or otherwise) to clients in the ordinary course of business of intellectual property developed by Ionix pursuant to engagements with such clients, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material adverse change in the condition (financial asset or otherwise), operating results, property, assets or liabilities property of the CompanyIonix; (c) there has been (i) no damage declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of Ionix in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any share of the capital stock of Ionix; (d) there has been no declaration, payment, or commitment for the payment, by Ionix, of a bonus or other additional salary, compensation, or benefit to any employee of Ionix that was not in the ordinary course of business, except for normal year-end bonuses paid in the ordinary course of business; (e) there has been no release, compromise, waiver or cancellation of any debt to or claim by Ionix, or waiver of any right of Ionix; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate; (g) there has been no change in accounting methods or practices or revaluation of any asset of Ionix (other than Ionix Accounts Receivable as defined in Section 4.26 hereof written down in the ordinary course of business in excess of $10,000 for any single Ionix Accounts Receivable, or $25,000 in the aggregate); (h) there has been no material damage, or destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business Ionix Business or the operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to itIonix; (i) there has not been no loan by Ionix, or guaranty by Ionix of any material adverse change or amendment loan, to a contract by which the Company or any employee of its assets or properties is bound or subjectIonix; (j) there Ionix has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement ceased to transact business with any employee customer that, as of the Company receiving compensationdate of such cessation, represented more than 5% of the annual gross revenues of Ionix; (k) there have not has been no termination or resignation of any events key employee or circumstances thatofficer of Ionix, individually and to the knowledge of Ionix, no such termination or resignation is threatened; (l) there has been no amendment or termination of any material oral or written contract, agreement or license related to the Ionix Business, to which Ionix is a party or by which it is bound, except in the aggregateordinary course of business, have had a material adverse effect on or except as expressly contemplated hereby; (m) Ionix has not failed to satisfy any of its debts, obligations or liabilities related to the Ionix Business or the assets of Ionix as the same become due and owing (except for Ionix Accounts Payable (as defined in Section 4.27 hereof) payable in accordance with past practices and in the ordinary course of business); (n) there has been no agreement or commitment by Ionix to do any of the foregoing; and (o) there has been no other event or condition of any character pertaining to and materially and adversely affecting the assets, business or financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsIonix.

Absence of Changes. Since June 30, 1999, except Except as set forth on Schedule 4.7: 3.6, and as contemplated hereby, since December 31, 2007 and through the Agreement Date, (ai) except for none of the Companies nor any of the Subsidiaries has suffered any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, Adverse Effect; (ii) none of the Company Companies nor any of the Subsidiaries has not entered into any transaction which that was not in the ordinary course Ordinary Course of businessBusiness; (biii) except for sales of goods and services in the Ordinary Course of Business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material asset or property including capital stock of a Company or any of its Subsidiaries; (iv) there has been no material adverse change in Tax or financial accounting methods or practices from those used in the condition (financial or otherwise), operating results, property, assets or liabilities preparation of the Companymost recently filed Tax Returns or the Financial Statements, or revaluation of any asset of any Company or any of its Subsidiaries (other than accounts receivable written down in the Ordinary Course of Business); (cv) there has been no damage tomaterial damage, destruction of to or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the CompanyBusiness; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (evi) there has been no resignation material loan by any Company or termination any of employment its Subsidiaries, or guaranty by any Company or any of its Subsidiaries of any key officer or loan, to any employee of the Company, and the any Company does not know or any of its Subsidiaries; (vii) none of the impending resignation Companies nor any of the Subsidiaries have ceased to transact business with any customer that, as of the date of such cessation, represented more than five percent (5%) of the annual gross revenues of the applicable Company; (viii) none of the Companies nor any of the Subsidiaries have failed to satisfy any of its debts, obligations or termination liabilities related to the assets of employment the applicable Company as the same became due and payable (except for accounts payable which are paid in accordance with past practices and in the Ordinary Course of Business); (ix) no material Contract has been accelerated, suspended, terminated, modified or cancelled; (x) none of the Companies nor any of the Subsidiaries has canceled any debts or waived any claims or rights with a value greater than $25,000; (xi) none of the Companies nor any of the Subsidiaries has disposed of or permitted to lapse any rights to the use of any such officer patent, trademark, trade name or employeecopyright; (fxvi) none of the Companies nor any of the Subsidiaries has entered, amended, modified or terminated any employment, collective bargaining or noncompetition agreement or Benefit Plan or made any changes in the terms of employment, compensation or benefits of any of its directors, officers or employees, except for entering into, amending, modifying or terminating such agreements and making such changes in the Ordinary Course of Business, (xvii) none of the Companies nor any of the Subsidiaries has failed to maintain in full force and effect all existing policies of insurance at least at such levels as were in effect prior to such date or canceled any such insurance or, to the Knowledge of Seller, taken or failed to take any action that would enable the insurers under such policies to avoid liability to claims arising our of occurrences prior to the Closing; and (xviii) there has been no labor dispute involving the Company agreement or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been commitment by any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been Subsidiaries to do any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsforegoing.

Absence of Changes. Since June 30, 1999, except Except as set forth on in Schedule 4.73.8 attached hereto, since December 31, 1997: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any material agreement or transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of any other material adverse change in the Company, the Assets or the Monitoring Business; (dc) the Company has not declared or paid any dividend or made any distribution (in cash, securities or other property) on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock stock; (d) the Company has not increased the compensation of its officers, or equity intereststhe rate of pay of its employees as a group, other than those increases which occurred in April 1998 which were in the ordinary course of business; and there are no impending resignations or terminations of any officers or employees of the Company that would have an adverse effect on its business; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (gf) there has not been any material change in the contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (kg) there have not been any events loans made by the Company to any of its employees, officers or circumstances thatdirectors; (h) the Company has not borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), individually or except non-material expenses incurred in the aggregateordinary course of business; (i) the Company has not paid any material obligations or liabilities, have had a material adverse effect on other than current liabilities paid in the financial condition ordinary course of business; (j) the CompanyCompany has not mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its properties or assets; and (k) the Company has not sold, assigned, transferred or leased any of its assets other than in the ordinary course of business; (l) the Company has not made any material capital expenditures or commitments therefor; (im) incurred any indebtedness for money borrowedthe Company has not changed its accounting methods or practices, except pursuant at the specific request of Purchaser; (n) there has been no other event or condition of any character pertaining to and materially adversely affecting the Financing Agreement and Company, the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to Assets or the Monitoring Business; (o) the Company dated June 23has not changed the pricing for its services or indicated that reduced pricing for the Company's services could be expected; and (p) the Company has not received, 1999 (the "Bank One Agreement")verbally or in writing, (ii) made any loans notice of intent to cancel or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any reduce use of its assets or rights for consideration in excess of $25,000 in services by any one transaction or series of other related transactionsDealer.

Absence of Changes. Since June 30December 31, 1999, except as set forth on Schedule 4.7: 1998 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has ------------------ not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, prospects, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, which changes, individually or in the aggregate, could not result in a Material Adverse Effect, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting ), which, individually or in the business or operations of the Company; aggregate, has a Material Adverse Effect, (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay and provision of employee benefits and prerequisites of its employees and independent contractors as a group, or granted to any employee, independent contractors or any other person, or modified in any respect, any stock options, stock appreciation right or other compensation that is based in any respect on the value of any class of equity of the Company, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (g) there has been no resignation or termination of employment of any key officer officer, employee or employee independent contractor of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer officer, employee or employee; independent contractor that if consummated could result in a Material Adverse Effect, (fh) there has been no labor dispute involving change, except in the Company or its employees and none is pending orordinary course of business, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee, officer or independent contractor of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hi) there have been no loans made by the Company to any of its employees, independent contractors, officers or directors other than travel advances and other similar types of advances made in the ordinary course of business and consistent with past practice and generally applicable Company policy, (j) there has not been any no waiver by the Company of a valuable right or of a debt owed owing to it; , and (ik) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claim or other encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results, prospects or business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June November 30, 1999, except as set forth on Schedule 4.7: 1995 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has ------------------ not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (g) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fh) there has been no labor dispute involving the Company or its employees and none is pending orchange, to the best of the Company's knowledge, threatened; (g) there has not been any material change except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hi) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (j) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , and (ik) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30, 1999, Except as provided in Schedule 4.7 hereto and ------------ except as set forth on Schedule 4.7: contemplated by this Agreement, since March 31, 1997, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company BII has not entered into any transaction which that was not in the ordinary course of business; (b) there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities properties of the CompanyBII; (c) there has been (i) no damage todeclaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of BII in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any shares of the capital stock of BII; (d) there has been no declaration, payment, or commitment for the payment, by BII, of a bonus or other additional salary, compensation, or benefit to any employee of BII that was not in the ordinary course of business; (e) there has been no release, compromise, waiver or cancellation of any debts to or claims by BII, or waiver of any rights of BII, in each case having a value in excess of $10,000; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate; (g) there has been no change in accounting methods or practices or revaluation of any assets of BII (other than BII Accounts Receivable (as defined in Section 4.26 hereof) written down in the ordinary course of business that are not in excess of $10,000 for any single BII Account Receivable and $25,000 in the aggregate); (h) there has been no material damage, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business BII Business or the operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to itBII; (i) there has not been no loan by BII, or guaranty by BII of any material adverse change loan, to any employee of BII or amendment to a contract by which any Person related to the Company or any of its assets or properties is bound or subjectBII Business; (j) there to the knowledge of BII, BII has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement ceased to transact business with any employee customer that, as of the Company receiving compensationdate of such cessation, represented more than 5% of the annual gross revenues of BII; (k) there have not has been no termination or resignation of any events key employee or circumstances thatofficer of BII, individually and to the knowledge of BII, no such termination or resignation is threatened; (1) there has been no amendment or termination of any material oral or written contract, agreement or license related to the BII Business, to which BII is a party or by which it is bound, except in the aggregateordinary course of business, have had a material adverse effect on or except as expressly contemplated by this Agreement; (m) BII has not failed to satisfy any of its debts, obligations or liabilities related to the BII Business or the assets of BII as the same become due and owing (except for BII Accounts Payable (as defined in Section 4.27 hereof), payable in accordance with past practices and in the ordinary course of business); (n) there has been no agreement or commitment by BII to do any of the foregoing; and (o) there has been no other event or condition of any character pertaining to and materially affecting the assets or financial condition of BII or the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsBII Business.

Absence of Changes. Since June 30Except as contemplated hereby, 1999since July 31, except as set forth on Schedule 4.7: (2004 a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company CDMP has not entered into any transaction which that was not in the ordinary course of business; b) except for sales of services in the ordinary course of business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material asset or property of CDMP; c) there has been (bi) no declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of CDMP in respect of its stock, whether in cash or property, and (ii) no purchase or redemption of any share of the capital stock of CDMP; d) there has been no declaration, payment, or commitment for the payment, by CDMP, of a bonus or other additional salary, compensation, or benefit to any employee of CDMP that was not in the ordinary course of business, except for normal year-end bonuses paid in the ordinary course of business; e) there has been no release, compromise, waiver or cancellation of any debt to or claim by CDMP, or waiver of any right of CDMP; f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate; g) there has been no change in accounting methods or practices or revaluation of any asset of CDMP (other than all accounts, notes, contracts, and other receivables of CDMP (collectively, the "CDMP Accounts Receivable") hereof written down in the ordinary course of business which were less than $10,000 for any single CDMP Accounts Receivable, or $25,000 in the aggregate); h) there has been no material adverse change in the condition (financial damage, or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) adversely affecting the business of CDMP or the operations of CDMP; i) there has been no loan by CDMP, or guaranty by CDMP of any loan, to any employee of CDMP; j) CDMP has not ceased to transact business with any customer that, as of the date of such cessation, represented more than 5% of the annual gross revenues of CDMP; k) there has been no termination or resignation of any key employee or officer of CDMP, and to the knowledge of CDMP, no such termination or resignation is threatened; l) there has been no amendment or termination of any material oral or written contract, agreement or license related to the business of CDMP, to which CDMP is a party or by which it is bound, except in the ordinary course of business, or except as expressly contemplated hereby; m) CDMP has not failed to satisfy any of its debts, obligations or liabilities related to the business or the assets of CDMP as the same become due and owing (except for all material accounts, notes, contracts and other amounts payable in accordance with past practices and in the ordinary course of business); n) there has been no agreement or commitment by CDMP to do any of the foregoing; and o) there has been no other event or condition of any character pertaining to and materially and adversely affecting the assets, business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsCDMP.

Absence of Changes. Since June 30December 31, 1999, except as set forth on Schedule 4.71996: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company ------------------ has not entered into any transaction which was not in the ordinary course of business; , however, the Company notes that it did enter into an equipment leasing agreement with Venture Lending & Leasing, Inc. for $746,000, which agreement the Company considers to be in the ordinary course of business, (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (h) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fi) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (1) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; , and (ln) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and best of the Loan Agreementknowledge of the Company, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans there has been no other event or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed condition of any of its character pertaining to and materially adversely affecting the assets or rights for consideration in excess business of $25,000 in any one transaction or series of other related transactionsthe Company.

Absence of Changes. Since June 30December 31, 1999, 2023 and except as set forth on Schedule 4.7: (a) except for may be disclosed in any Material Contract listed on Schedule 4.14 that was entered into after June 30report, 1999schedule, form, statement or other document filed or furnished with the SEC since such date, the Company has not entered into any transaction which was not conducted its business only in the ordinary course of business; business (b) there has been no material adverse change in except for the condition (financial or otherwise), operating results, property, assets or liabilities execution and performance of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Companythis Agreement, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (fdiscussions, negotiations, and transactions related thereto) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material change, condition, event, circumstance, occurrence, result, state of facts or development that has or would reasonably be expected to have a materially adverse change effect on the business, financial condition, assets, operations, results of operations, or amendment to stockholders’ equity of the Company and its subsidiaries, taken as a contract whole (a “Material Adverse Effect”), (ii) there have been no transactions entered into by which the Company or any of its assets subsidiaries, other than those in the ordinary course of business and except as contemplated in this Agreement, which are material with respect to the Company and its subsidiaries considered as one enterprise, (iii) there has been no dividend or properties is bound distribution of any kind declared, paid or subject; made by the Company on any class of its capital stock, (jiv) neither the Company nor any of its subsidiaries has made any material change in or material amendment to, modification of or waiver of any material right under, or termination of any material contract required to be filed with the SEC pursuant to Item 601(b)(10) of the Regulation S-K promulgated by the SEC, and (v) there has not been any material increase in excess of $25,000 annually in any compensation arrangement other event or agreement with any employee of the Company receiving compensation; (k) there condition that has had or would reasonably be expected to have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect Material Adverse Effect on the financial condition of Company’s ability to perform its obligations under this Agreement or the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsdocuments contemplated hereby.

Absence of Changes. Since June 30, 1999, except Except as set forth on in the Section 2(w) of the Disclosure Schedule 4.7: or as contemplated by this Agreement, since December 31, 2003, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; business consistent with past practices, (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets assets, liabilities or liabilities prospects of the Company; Company other than changes in the ordinary course of business consistent with past practices, none of which, individually or in the aggregate, has had a Material Adverse Effect, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; having a Material Adverse Effect, (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not, other than the declaration or payment of bonuses to the Company's executive officers, changed any compensation arrangement or agreement with any of its key employees or officers, or changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets is bound or subject, (g) there has been no resignation or termination of employment of any key officer or employee service provider of the Company, and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; service provider that if consummated would have a Material Adverse Effect, and (fh) there has been no labor dispute involving the Company other event or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionscharacter having a Material Adverse Effect.

Absence of Changes. Since June 30, 1999, except Except as set forth on Schedule 4.7in Part 2.5 of the Company Disclosure Schedule, since September 30, 1995: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change in the Company's business, condition, assets, liabilities, operations or amendment financial performance, and, to the Knowledge of the Company, no event has occurred that will, or would reasonably be expected to, have a contract by which Material Adverse Effect on the Company or any of its assets or properties is bound or subjectCompany; (jb) there has not been any material increase loss, damage or destruction to, or any material interruption in excess the use of, any of $25,000 annually the Company's assets (whether or not covered by insurance); (c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any compensation arrangement shares of capital stock, and has not repurchased, redeemed or agreement with otherwise reacquired any employee shares of capital stock or other securities; (d) the Company has not sold, issued or authorized the issuance of (i) any capital stock or other security (except for Company Common Stock issued upon the exercise of outstanding Company Options), (ii) any option or right to acquire any capital stock or any other security (except for Company Options described in Part 2.3(b) of the Company receiving compensationDisclosure Schedule), or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (ke) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of its Stock Plans, (ii) any provision of any agreement evidencing any outstanding Company Option, or (iii) any restricted stock purchase agreement; 10 17 (f) there have has been no amendment to the Company Articles or the Company Bylaws, and the Company has not effected or been a party to any events Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or circumstances thatsimilar transaction; (g) the Company has not formed any subsidiary or acquired any equity interest or other interest in any other Entity; (h) the Company has not made any capital expenditure which, individually or in the aggregate, have had a material adverse effect when added to all other capital expenditures made on the financial condition behalf of the CompanyCompany since September 30, 1995, exceeds $100,000 per month; and (li) the Company has not (i) incurred entered into or permitted any indebtedness of the assets owned or used by it to become bound by any Contract that is or would constitute a Material Contract (as defined in Section 2.10(a)), other than Material Contracts for money borrowedthe sale or license of the Company's products to customers in the ordinary course of the Company's business and consistent with the Company's past practices, or (ii) amended or prematurely terminated, or waived any material right or remedy under, any such Material Contract, except pursuant to the Financing Agreement and the Loan as specifically contemplated by this Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to ; (j) the Company dated June 23has not (i) acquired, 1999 (the "Bank One Agreement")leased or licensed any right or other asset from any other Person, (ii) made sold or otherwise disposed of, or leased or licensed, any loans right or advances other asset to any other Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) soldwaived or relinquished any right, exchanged except for licenses of the Company's products to the Company's customers and except for immaterial rights or otherwise other immaterial assets acquired, leased, licensed or disposed of, each of which has been in the ordinary course of business and consistent with the Company's past practices; (k) the Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of a total of $25,000; (l) the Company has not made any pledge of any of its assets or rights otherwise permitted any of its assets to become subject to any Encumbrance, except for consideration pledges of immaterial assets made in excess the ordinary course of $25,000 business and consistent with the Company's past practices; (m) the Company has not (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the ordinary course of business), or (ii) incurred or guaranteed any indebtedness for borrowed money; (n) the Company has not (i) established or adopted any Employee Benefit Plan, (ii) paid any bonus, other than regular bonuses pursuant to the commission plans of certain of the Company's sales, consulting and customer support employees, (iii) made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees (other than normal scheduled increases to employees who are not officers), or (iv) except as contained in the expense run rate provided in the forecast previously delivered by the Company to Parent, hired any new employee; (o) the Company has not changed any of its methods of accounting or accounting practices in any one respect; (p) the Company has not made any Tax election; (q) the Company has not commenced or settled any Legal Proceeding; (r) the Company has not repaid any portion of, or otherwise made any payments with respect to, the Bridge Loan; (s) the Company has not entered into any material transaction or series taken any other material action outside the ordinary course of business or inconsistent with its past practices; and (t) the Company has not agreed or committed to take any of the actions referred to in clauses "(c)" through "(s)" above. 11 18 2.6 TITLE TO ASSETS (a) The Company owns, and has good, valid and marketable title to: (i) all assets reflected on the Unaudited Interim Balance Sheet; (ii) all assets referred to in Parts 2.1, 2.7(b) and 2.9 of the Company Disclosure Schedule and all of the Company's rights under the Contracts identified in Part 2.10 of the Company Disclosure Schedule; and (iii) all other related transactions.assets reflected in the Company's books and records as being owned by the Company. Except as set forth in Part 2.6 of the Company Disclosure Schedule, all of said assets are owned by the Company free and clear of any liens or other Encumbrances, except for (x) any lien for current taxes not yet due and payable, and (y) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company. (b) Part 2.6 of the Company Disclosure Schedule identifies all assets that are material to the business of the Company and that are being leased or licensed to the Company. 2.7

Absence of Changes. Since June September 30, 1999, except as set forth on Schedule 4.7: 1997 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not ------------------ entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, except as contemplated by this Agreement, (g) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on the business of the Company, (fh) there has been no labor dispute involving the Company or its employees and none is pending orchange, to the best of the Company's knowledge, threatened; (g) there has not been any material change except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hi) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (j) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.and

Absence of Changes. Since June 30, 1999, except 1996 and other than as set forth on Schedule 4.7disclosed in writing to Tipperary and Purchaser: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company USXP has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating resultsbusiness, property, assets or liabilities of USXP other than changes in the Company; ordinary course of business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; USXP, (d) the Company USXP has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) USXP has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business, (f) there has been no resignation or termination of employment of any key officer or employee of USXP, with the Companyexception of the resignation of Xxxxx X. Xxxxxxx, the former President of USXP, which has been fully disclosed to the other parties, and the Company USXP does not know of the impending resignation or termination of employment of any such officer or employee; employee that if consummated would have a material adverse effect on its business, (fg) there has been no labor dispute involving the Company USXP or its employees and none is pending or, to the best of the CompanyUSXP's knowledge, threatened; , (gh) there has not been any material change change, except in the ordinary course of business, in the contingent obligations of the CompanyUSXP, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; , (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events loans made by USXP to any of its employees, officers or circumstances that, individually or directors other than travel advances and office advances made in the aggregateordinary course of business, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreementbest knowledge of USXP, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans there has been no other event or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed condition of any of its character pertaining to and materially adversely affecting the assets or rights for consideration in excess business of $25,000 in any one transaction or series of other related transactionsUSXP.

Absence of Changes. Since June 30Except as disclosed in Section 3.16 of the Disclosure Schedule, 1999, except as set forth on Schedule 4.7since the date of the Recent Balance Sheet: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not conducted its business only in the ordinary course Ordinary Course of businessBusiness; (b) there has not been no any material adverse change in the assets, liabilities, financial condition (financial or otherwise), operating results, property, assets or liabilities results of the Company; (c) there has been no damage tolabor disturbance or claim of unfair labor practices involving the Company, destruction (d) there has been no resignation, termination or removal of any officer of the Company or loss of physical property (whether key personnel of the Company or not covered by insurance) materially change in the terms and adversely affecting conditions of the business employment of the officers or operations key personnel of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation increase in the compensation paid or termination of employment of payable or employee benefits provided to any key officer personnel or employee independent contractor of the Company, and Company other than in the Company does not know Ordinary Course of Business or as required by Law or the terms of an Employee Plan in effect as of the impending resignation or termination of employment of any such officer or employeedate hereof; (f) there has been no labor dispute involving adoption, amendment or material modification of any Employee Plan, except as required by Law or the Company or its employees and none is pending or, to the best terms of the Company's knowledge, threatenedsuch Employee Plan; (g) there has not been no loss of any material change in the contingent obligations of the Companycustomers, by way of guaranty, endorsement, indemnity, warranty partners or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition suppliers of the Company; and (lh) the Company there has not been no (i) incurred new, change in or revocation of any indebtedness for money borrowedTax election; settlement or compromise of any claim, except pursuant to the Financing Agreement and the Loan Agreementnotice, Revolving Line audit report or assessment in respect of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), Taxes; (ii) made change in any loans annual Tax accounting period, adoption or advances to change in any Person, other than ordinary advances for travel expenses not exceeding $25,000, or method of any Tax accounting; filing of any Tax Return; (iii) soldentrance into any Tax allocation agreement, exchanged Tax sharing agreement, Tax indemnity agreement or otherwise disposed closing agreement relating to any Tax; or (iv) surrender of any right to claim a material Tax refund; or consent to any extension or waiver of its assets the statute of limitations period applicable to any Tax claim or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsassessment.

Absence of Changes. Since June 30, 1999, Except as provided in Schedule 2.7 hereto and ------------ except as set forth on Schedule 4.7: contemplated hereby, since December 31, 1997 (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, neither of the Company Xxxxxxx Companies has not entered into any transaction which that was not in the ordinary course of business; (b) b)except for sales of services and licenses of software in the ordinary course of business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material adverse change in the condition (financial asset or otherwise), operating results, property, assets or liabilities property of the CompanyXxxxxxx Companies; (c) there has been (i) no damage declaration or payment of a dividend, or any other declaration, payment or distribution of any type or nature to any shareholder of the Xxxxxxx Companies in respect of their stock, whether in cash or property, and (ii) no purchase or redemption of any share of the capital stock of the Xxxxxxx Companies; (d) there has been no declaration, payment, or commitment for the payment, by either of the Xxxxxxx Companies, of a bonus or other additional salary, compensation, or benefit to any employee or administrator of the Xxxxxxx Companies that was not in the ordinary course of business, except for normal year-end bonuses paid in the ordinary course of business; (e) there has been no release, compromise, waiver or cancellation of any debt to or claim by the Xxxxxxx Companies, or waiver of any right of the Xxxxxxx Companies; (f) there have been no capital expenditures in excess of $10,000 for any single item, or $25,000 in the aggregate; (g) there has been no change in accounting methods or practices or revaluation of any asset of the Xxxxxxx Companies (other than Xxxxxxx Companies Accounts Receivable as defined in Section 2.26 hereof) written down in the ordinary course of business in excess of $10,000 for any single Xxxxxxx Companies Accounts Receivable, or $25,000 in the aggregate); (h) there has been no material damage, or destruction to, destruction of or loss of of, physical property (whether or not covered by insurance) materially and adversely affecting the business Xxxxxxx Companies Business or the operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to itXxxxxxx Companies; (i) there has not been no loan by the Xxxxxxx Companies, or guaranty by the Xxxxxxx Companies of any material adverse change loan, to any employee or amendment to a contract by which administrator of the Company or any of its assets or properties is bound or subjectXxxxxxx Companies; (j) there j)neither of the Xxxxxxx Companies has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement ceased to transact business with any employee customer that, as of the Company receiving compensationdate of such cessation, represented more than 5% of the annual gross revenues of that Xxxxxxx Company; (k) there have not has been no termination or resignation of any events key employee, administrator or circumstances thatofficer of the Xxxxxxx Companies, individually and to the knowledge of Xxxxxxx Companies, no such termination or resignation is threatened; (1) there has been no amendment or termination of any material oral or written contract, agreement or license related to the Xxxxxxx Companies Business, to which either of the Xxxxxxx Companies is a party or by which it is bound, except in the aggregateordinary course of business, have had a material adverse effect on or except as expressly contemplated hereby; (m) neither of the Xxxxxxx Companies has failed to satisfy any of its debts, obligations or liabilities related to the Xxxxxxx Companies Business or the assets of the Xxxxxxx Companies as the same become due and owing (except for Xxxxxxx Companies Accounts Payable (as defined in Section 2.27 hereof) payable in accordance with past practices and in the ordinary course of business); (n) there has been no agreement or commitment by Xxxxxxx Companies to do any of the foregoing; and (o) there has been no other event or condition of any character pertaining to and materially and adversely affecting the assets, business or financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsXxxxxxx Companies.

Absence of Changes. Since Except as contemplated by this Agreement since June 30, 1999, except as set forth on Schedule 4.72000: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise), operating results) of the business, property, assets or liabilities of the Company; Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, business or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would materially adversely affect the business of the Company, (g) the Company has not changed or amended any material contract by which the Company or any of its assets are bound or subject, (h) there has been no resignation or termination of employment of any key officer or employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such key officer or employee; , (fi) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company (nor in any contingent obligation of the Company regarding any director, shareholder or key employee or officer of the Company, ) by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (l) there has not been any no waiver by the Company of a valuable right or of a material debt owed owing to it; , (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; , and (ln) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and best of the Loan Agreementknowledge of the Company, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans there has been no other event or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed condition of any of its character pertaining to and materially adversely affecting the assets or rights for consideration in excess business of $25,000 in any one transaction or series of other related transactionsthe Company.

Absence of Changes. Since Except as contemplated by this Agreement or as described in the IPO Registration Statement, since June 30, 1999, except as set forth on Schedule 4.7: 2005 (the "Balance Sheet Date"): (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; , (b) there has been no material adverse change in the condition (financial or otherwise)) of the business, operating resultsprospects, property, assets or liabilities of the Company; , (c) there has been no material damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business assets, financial condition, operating results, business, prospects or operations of the Company; , (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; stock, (e) the Company has not changed any compensation arrangement or agreement with any of its key employees or executive officers, or changed the rate of pay of its employees as a group, (f) the Company has not received notice that there has been a cancellation of an order for the Company's products or a loss of a customer of the Company, the cancellation or loss of which would result in a Company Material Adverse Effect, (g) the Company has not changed or amended any contract filed as an exhibit to the IPO Registration Statement, (h) there has been no resignation or termination of employment of any key officer or key employee of the Company, Company and the Company does not know of the any impending resignation or termination of employment of any such officer or employee; employee that if consummated would result in a Company Material Adverse Effect, (fi) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; , (gj) there has not been any material change no change, except in the ordinary course of business, in the material contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty or otherwise; , (hk) there have been no loans made by the Company to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (l) there has not been any no waiver by the Company of a valuable right or of a debt owed owing to it; , and (im) there has not been any material adverse change satisfaction or amendment to a contract by which the Company discharge of any lien, claims or encumbrance or any payment of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of obligation by the Company receiving compensation; (k) there have not been any events or circumstances thatCompany, individually or except in the aggregateordinary course of business and which is not material to the assets, have had a material adverse effect on the properties, financial condition condition, operating results or business of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactions.

Absence of Changes. Since June 30, 1999, the date of the Financial Statements and except as set forth on Schedule 4.7: reflected therein, (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating resultsbusiness, property, assets assets, or liabilities of the CompanyCompany other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (b) the Company has not entered into any material transaction which was not in the ordinary course of its business; (c) there has been no damage to, destruction of of, or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) except as contemplated by this Agreement, the Company has not declared or paid any dividend or on its stock, made any distribution on or with respect to any class or series of its capital stock or equity interestsstock, or redeemed, purchased purchased, or otherwise acquired any of its capital stock or equity interestsstock, granted any options to purchase shares of its stock; (e) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of its business, to an amount in excess of the amounts set forth in the pro formas previously delivered to the Investors; (f) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employeeemployee that if consummated, would have a material adverse effect on the business of the Company; (fg) there has been no labor dispute involving the Company or its employees and none is pending or, or to the best knowledge of the Company's knowledgeCompany and the Founders, threatened; (gh) there has not been any material change no change, except in the ordinary course of business, in the contingent obligations of the Company, Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not have been any material adverse change or amendment to a contract no loans made by which the Company to its employees, officers, directors, or any partners other than travel advances and office advances made in the ordinary course of its assets or properties is bound or subjectbusiness; and (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee to the knowledge of the Company receiving compensation; (k) and the Founders, there have not has been no other event or condition of any events or circumstances that, individually or kind which might reasonably be expected to result in a material and adverse change in the aggregate, have had a material adverse effect on Company's condition (financial or otherwise) or business or to impair materially the financial condition ability of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of conduct its assets or rights for consideration in excess of $25,000 in any one transaction or series of other related transactionsbusiness as it is currently being conducted.

Absence of Changes. Since June 30, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the The Company has not entered into any transaction which was not conducted its business only in the ordinary course of business (except for the execution and performance of this Agreement and the Merger Agreement, and the discussions, negotiations, and transactions related thereto) and (i) there has not been any change, condition, effect, event, circumstance, occurrence, result, state of facts or development (each, an “Effect”) that, singly or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business; , condition (financial or otherwise), general affairs, management, assets, liabilities, operations, results of operations, earnings, prospects, properties, stockholders’ equity or financial performance of the Company and its subsidiary, taken together, or Frequency or (b) the ability or legal authority of the Company to perform its obligations under and to consummate the transactions contemplated by this Agreement and the Merger Agreement, including the issuance and sale of the Securities (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated in this Agreement and the Merger Agreement, which are material with respect to the Company and its subsidiaries, considered as one enterprise, (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iv) there has been no material adverse change in to, and no material adverse development in, the business, condition (financial or otherwise), operating resultsgeneral affairs, propertymanagement, assets assets, liabilities, operations, results of operations, earnings, prospects, properties, stockholders’ equity or liabilities financial performance of the Company; Company and its subsidiaries considered as one enterprise, (cv) there has been no damage satisfaction or discharge of any material lien, claim or encumbrance or payment of any obligation by the Company or any of its subsidiaries, except in the ordinary course of business, (vi) there has been no waiver, not in the ordinary course of business, by the Company or any of its subsidiaries of a material right or a material debt owed to it, (vii) neither the Company nor any of its subsidiaries has sold any material assets, singly or in the aggregate, outside of the ordinary course of business, (viii) neither the Company nor any of its subsidiaries has made any material change in or material amendment to, destruction modification of or loss waiver of physical property any material right under, or termination of any material contract, (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (dix) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series experienced the loss of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment services of any key executive officer or employee of (as defined in Rule 405 under the Company, 1933 Act) and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (gx) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty other event or otherwise; (h) there condition that has not been any waiver by the Company of had or would reasonably be expected to have a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Material Adverse Effect. The Company has not (i) incurred taken any indebtedness for money borrowed, except steps to seek protection pursuant to any bankruptcy law. The Company is not, as of the Financing Agreement date hereof, and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. after giving effect to the Company dated June 23transactions contemplated hereby to occur at Closing, 1999 will not be Insolvent (the "Bank One Agreement"as defined below). For purposes of this Section 4.01, (ii) made any loans or advances “Insolvent” means, with respect to any Person, other (w) the present fair saleable value of such Person’s assets is less than ordinary advances for travel expenses not exceeding $25,000the amount required to pay such Person’s total indebtedness, (x) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (y) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iiiz) sold, exchanged or otherwise disposed of any of its assets or rights for consideration such Person has unreasonably small capital with which to conduct the business in excess of $25,000 in any one transaction or series of other related transactionswhich it is engaged as such business is now conducted and is proposed to be conducted.