Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since June 30, 2002, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Since June Except as disclosed in the Company Reports filed prior to the date hereof, since September 30, 2002, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement1998, the Company and its Subsidiaries have conducted the businesses of the Company and its Subsidiaries, taken as a whole, only in, and have not engaged in any material transaction (other than in connection with the transactions contemplated by this Agreement) other than according to, the ordinary course of such businesses and there has not been (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred change in the usual financial condition, properties, business or results of operations of the Company and ordinary course its Subsidiaries or, to the knowledge of business and consistent with past practicesthe executive officers of the Company, having any development or combination of developments which, individually or in the aggregate aggregate, would have a Material Adverse Effect, Effect on the Company; (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or other casualty loss (with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (iii) adversely affecting any declaration, setting aside or payment of any dividend or other distribution in respect of the properties, business or prospects stock of the Company; (iv) any change by the Company in accounting principles, (viii) entered into any transaction practices or methods other than those required by GAAP or Statutory Accounting Principles; (v) any material addition, or any development involving a prospective material addition, to the Company's consolidated reserves for future policy benefits or other policy claims and benefits; or (vi) any material change in the usual and ordinary course accounting, actuarial, investment, reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of business any Insurance Subsidiaries. Since September 30, 1998, except as provided for this Subscription Agreement and herein or as disclosed in the other Offering Documents and Company Reports filed prior to the related agreements referred date hereof or as set forth in a letter dated the date hereof delivered to herein and thereinBuyer contemporaneously with the execution hereof, (ix) encountered there has not been any labor difficulties increase in the compensation payable or labor union organizing activities, (x) made that could become payable by the Company or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securitiesSubsidiaries to officers, (xiii) suffered directors or experienced employees, any change inaward made or option granted to officers, directors or employees, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results any amendment of operations or prospects other than changes, events or conditions in any of the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedBenefit Plans.

Absence of Changes. Since June 30, 2002, other than the date (the “Balance Sheet Date”) of the most recent balance sheet provided to the Placement Agent (the “Balance Sheet”) and except as set forth in the SEC Documents and on Schedule 2.6 to this Subscription Agreement2(f) or Schedule 2(c), the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any material changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any material liens other than those securing, or paid any obligation or liability other than than, current liabilities shown on the balance sheet dated as of June 30, 2002Balance Sheet, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002Balance Sheet Date, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its material assets, tangible or intangible, (v) sold, transferred or leased any of its material assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material valuevalue except in the usual and ordinary course of business and consistent with past practices, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties, properties or business or prospects of the Company, (viii) entered into any material transaction other than in the usual and ordinary course of business except for this Subscription Agreement and Agreement, the other Offering Transaction Documents and the related agreements referred to herein and therein, (ix) encountered any material labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreementagreement other than in the ordinary course of business, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, or results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30October 31, 20022007: (a) there has not been any adverse change in, other than as set forth and no event has occurred that has had a material adverse effect on, the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller; (b) there has not been any material loss, damage or destruction to, or any interruption in the SEC Documents and Schedule 2.6 to this Subscription Agreementuse of, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as assets of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss Seller (whether or not covered by insurance); (c) adversely affecting the propertiesSeller has not (i) declared, business accrued, set aside or prospects paid any dividend or made any other distribution in respect of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect theretosecurities, or modified (ii) repurchased, redeemed or otherwise reacquired any equity security shares of capital stock or other securities; (d) the CompanySeller has not purchased or otherwise acquired any material asset from any other Person, except for supplies acquired by the Seller in the Ordinary Course of Business; (xiie) declared the Seller has not leased or paid licensed any dividends on or asset from any other Person (other than ordinary shrink wrap software); (f) the Seller has not made any material capital expenditure; (g) the Seller has not sold or otherwise transferred, or leased or licensed, any asset to any other distributions Person other than in the Ordinary Course of Business; (h) the Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or purchased other indebtedness; (i) the Seller has not made any loan or redeemedadvance to any other Person; (j) no Contract by which the Seller or any of the assets owned or used by the Seller is or was bound, or under which the Seller has or had any rights or interest, has been amended or terminated; (k) the Seller has not incurred, assumed or otherwise become subject to any Liability, other than accounts payable (of the type required to be reflected as current liabilities in the “liabilities” column of a balance sheet prepared in accordance with GAAP) incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business; (l) the Seller has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for accounts payable that (I) are reflected as current liabilities in the “liabilities” column of the Interim Balance Sheet or have been incurred by the Seller since October 31, 2007 in bona fide transactions entered into in the Ordinary Course of Business, and (II) have been discharged or paid in the Ordinary Course of Business; (m) the Seller has not forgiven any debt or otherwise released or waived any right or claim; (n) the Seller has not changed any of its outstanding equity securitiesmethods of accounting or accounting practices in any respect; (o) the Seller has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and (p) the Seller has not agreed, committed or offered (xiii) suffered or experienced any change in, or condition affecting, its condition (financial in writing or otherwise) to take any of the actions referred to in clauses “(c), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having ” through “(either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedo)” above.

Absence of Changes. Since June 30October 24, 20022003, neither Pan American nor the Subsidiary has: incurred any liabilities, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practicespractice, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens lien or encumbrance, or paid any obligation or liability liabilities, other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicespractice, (iv) or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; sold, encumbered, assigned or transferred any fixed assets or properties which would have been included in the assets of Pan American if the closing had been held on October 24, 2003 or on any date since then, except for ordinary course of business transactions consistent with past practice; created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the assets or properties of Pan American to lien any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, whether or not in the ordinary course of business; declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its assets, tangible capital shares or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) equity securities; suffered any physical damage, destruction or loss (loss, whether or not covered by insurance) , materially and adversely affecting the its business, operations, assets, properties or prospects; suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $10,000 (other than in connection with the Leases disclosed in Disclosure Schedule 3.17), except such as may be involved in ordinary repair, maintenance or replacement of its assets; other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or prospects loan to, any of the Companyits employees or made any increase in, (viii) or any addition to, other benefits to which any of its employees may be entitled; entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practicespractice; or agreed, having (either by itself whether in writing or in conjunction with all such other changesorally, events and conditions) a Material Adverse Effect or (xiv) made to do any change in of the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedforegoing.

Absence of Changes. Since June 30December 31, 20021996, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company Quality has not (ia) issued any stock, bond or other corporate or partnership security (including without limitation securities convertible into or rights to acquire capital stock of Quality); (b) borrowed any amount or incurred or become subject to any debts, obligations or liabilities, liability (absolute, accrued, contingent accrued or otherwise, whether due or to become duecontingent), except current liabilities incurred and liabilities under contracts entered into, all of which were in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, ; (iiic) discharged or satisfied any liens lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the most recent balance sheet dated as of June 30, 2002, included in the Quality Financial Statements and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicesbusiness; since the most recent balance sheet included in the Quality Financial Statement; (d) declared or made any payment or distribution (whether in cash, securities, other property or any combination thereof) on or in respect of the capital stock of Quality or purchased or redeemed any shares of its capital stock or other securities; (ive) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (vf) sold, assigned or transferred or leased any of its tangible assets except in the usual and ordinary course of business, or canceled any debt or claim; (g) sold, assigned, transferred or granted any license with respect to any trademark, trade name, service xxxx, copyright, trade secret or other intangible asset; (h) suffered any material loss of property or waived any material right of substantial value whether or not in the ordinary course of business; (i) suffered any material adverse change in its relations with, or any material loss or material threatened loss of, any of its Suppliers; (j) with respect to any of its directors, officers, partners or employees with compensation in excess of $35,000: (1) granted any severance or termination pay, (2) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) or arrangement (3) increased any benefits payable under any existing severance or termination pay policies or employment agreements, or (4) increased the compensation, bonus or other benefits payable; (k) made any material change in the manner of its business or operations; (l) made any material change in any method of accounting or accounting practice; (m) written off as uncollectible any accounts or notes receivable in excess of reserves; (n) to the best of the Quality Stockholders' knowledge, entered into any transaction except in the ordinary course of business and consistent with past practices, or as otherwise contemplated hereby; or (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viiio) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred commitment (contingent or otherwise) to herein and therein, (ix) encountered do any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedforegoing.

Absence of Changes. Since June 30January 1, 20021996, except as reflected in the Financial Statements or the SEC Documents, neither the Borrower nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed other than in the ordinary course or any other Liabilities other than in the ordinary course; (iii) made any loans or advances to any Person (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than as set forth the sale, exchange or other disposition of its equipment and services in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or practice; (v) incurred any change in the aggregate a Material Adverse Effectassets, (ii) made Liabilities, financial condition, operating results, prospects or suffered any business of the Borrower from that reflected in the Financial Statements, except changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicespractice that have not been, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practicesaggregate, materially adverse; (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (loss, whether or not covered by insurance) , materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business or prospects of the CompanyBorrower (as such business is presently conducted and as it is proposed to be conducted); (vii) waived a valuable right or a debt owed to it, (viii) entered into any transaction other than except in the usual and ordinary course of business consistent with past practice; (viii) satisfied or discharged any Lien, claim or encumbrance or payment of any obligation, except for this Subscription Agreement in the ordinary course of business consistent with past practice and that is not material to the other Offering Documents assets, properties, financial condition, operating results, prospects or business of the Borrower or any Subsidiary (as such business is presently conducted and the related agreements referred as it is proposed to herein and therein, be conducted); (ix) encountered agreed to or made any labor difficulties material change or labor union organizing activitiesamendment to any Material Contract, except in the ordinary course of business consistent with past practice; (x) made any material change in any compensation arrangement or granted agreement with any wage or salary increase or entered into any employment agreement, employee; (xi) issued permitted or sold allowed any shares of capital stock or its assets to be subjected to any material Lien, other securities or granted any options than Liens on equipment in the ordinary course of business consistent with respect thereto, or modified any equity security of the Company, past practice; (xii) declared written up the value of any inventory, notes or paid any dividends on or made any other distributions with respect toaccounts receivable, or purchased or redeemed, any of its outstanding equity securities, other assets; (xiii) suffered licensed, sold, transferred, pledged, modified, disclosed, disposed of or experienced permitted to lapse any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results right to the use of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or any Intellectual Property Right; (xiv) made any change in the any method of accounting principles, methods or practices followed by it accounting practice or any change in depreciation or amortization policies or rates theretofore previously adopted; (xv) paid, lent or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any of its Affiliates, except for directors' fees, and employment compensation to officers; (xvi) made capital expenditures or commitments therefor, other than such capital expenditures or commitments made in the ordinary course consistent with past practice and not exceeding, in the aggregate, $22,000,000 for the period from September 30, 1996 through the Closing Date and (xvii) to the Borrower's Knowledge, incurred or suffered any other event or condition of any character that could reasonably be expected to result in a Material Adverse Effect on the Borrower or any Subsidiary.

Absence of Changes. Since June September 30, 20022003, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June September 30, 20022003, and current liabilities incurred since the date of the balance sheet dated as of June September 30, 20022003, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiiix) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xivxi) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Since June 30December 31, 2002, other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement2000, the Company has not conducted its business only in the ordinary course consistent with prior practice and has not, except in the ordinary course of business: suffered or permitted to occur any event, occurrence, fact, condition, change, or effect that individually or in the aggregate with similar events, occurrences, facts, conditions, changes, or effects will or can reasonably be expected to result in a cost expense charge, liability, loss of revenue, or diminution in value equal to or greater than $15,000 (i) "Material Adverse Effect"); incurred any debts, obligations obligation or liabilitiesliability, absolute, accrued, contingent contingent, or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the usual and purchase of goods or services in the ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) prior practice; discharged or satisfied any liens mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, voting trust agreement, interest, equity, option, lien, right of first refusal, charge, or other restrictions, or limitations of any nature whatsoever, including, without limited, to such that may arise under any Contracts as defined in this Agreement ("Lien") other than those then required to be discharged or satisfied, or paid any obligation or liability liability, absolute, accrued, contingent, or otherwise, whether due or to become due, other than current liabilities shown on the balance sheet dated as of June 30, 2002, Financial Statements and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case thereof in the usual and ordinary course of business and consistent with past practices, (iv) prior practice; mortgaged, pledged pledged, or subjected to lien Lien, any of its property, business, or assets, tangible or intangible, (v) ; sold, transferred transferred, leased to others, or leased otherwise disposed of any of its assets assets, except in the usual and ordinary course of business and consistent with past practicesbusiness, (vi) cancelled or canceled or compromised any debt or claim, or waived or released any rightright of substantial value; received any notice of termination of any contract, of material valuelease, (vii) or other agreement or suffered any physical damage, destruction destruction, or loss (whether or not covered by insurance) adversely affecting ); transferred or granted any rights under, or entered into any settlement regarding the propertiesbreach or infringement of, business any intellectual property assets, or prospects modified, failed to preserve, lost, or suffered any diminution of value of any existing rights with respect thereto; made any material change in the rate of compensation, commission, bonus, or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe, or severance benefit or vacation pay, to or in respect of any director, officer, employee, salesman, distributor, shareholder, affiliate, or agent of the Company; encountered any labor union organizing activity, (viii) had any actual or threatened employee strikes, work stoppages, slowdowns, or lockouts, or had any material change in its relations with its employees, agents, customers, or suppliers; subject to the availability of cash and access to credit, failed to replenish its inventories in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or made any purchase commitment in excess of the normal, ordinary, and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising, or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; made any capital expenditures or capital additions or improvements in excess of an aggregate of $5,000; instituted, settled, or agreed to settle any litigation, action, or proceeding before any court or governmental body; entered into any transaction transaction, contract, or commitment other than in the usual and ordinary course of business except for or paid or agreed to pay any legal, accounting, brokerage, finder's fee, Taxes or other expenses (other than such fees or other expenses or Taxes that are payable by Acquiror pursuant to this Subscription Agreement or payable solely by the Shareholders and as to which neither the other Offering Documents and Company nor Acquiror will have any liability or obligation), or incurred any severance pay obligations by reason of, this Agreement or the related agreements referred to herein and thereintransactions contemplated hereby; written up the carrying value of any of assets; suffered any loss of employees, (ix) encountered any labor difficulties customers, or labor union organizing activities, (x) made or granted any wage or salary increase or suppliers; entered into any employment agreementemployment, (xi) issued compensation, consulting, or sold collective bargaining agreement with any shares of capital stock person or other securities or granted any options with respect theretogroup, or modified or amended in any equity security material respect the terms of any such existing agreement; amended, modified, or terminated, or agreed to amend, modify, or terminate, any existing material contract, agreement, plan, lease, license, permit, or franchise; taken any action or failed to take any action the Companyresult of which can reasonably be expected to be a termination of or default under any contract, (xii) declared agreement, plan, lease, license, permit, or paid franchise; made claims against any dividends on or made any other distributions supplier of inventories in excess of amounts reasonably due the Company with respect to, to defective goods or purchased or redeemed, any indemnity obligations of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) suppliers; made any change or modification in the Company's accounting principlespractices, methods policies, or practices followed procedures; increased or decreased the time cycle in which receivables are collected or payables are paid by it the Company; or depreciation taken any action or amortization policies or rates theretofore adoptedomitted to take any action that would result in the occurrence of any of the foregoing.

Absence of Changes. Since June 30, 2002, other than Except as set forth on Company Disclosure Schedule 3.21, since December 31, 2015, (a) the Company and its Subsidiaries have conducted the business in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practicespractice, having (b) there has not been any event, change, circumstance, occurrence, effect or state of facts, individually or in the aggregate aggregate, that has or is likely to have a Material Adverse Effect, (iic) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than neither the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien Company nor any of its Subsidiaries has suffered any Losses in excess of [***] affecting any of the Leased Real Property or any other assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting , except, in each case, where such failure would not be material to the properties, business or prospects of the CompanyCompany and its Subsidiaries, (viiid) entered into there has not been any transaction change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (e) there has not been any material revaluation by the Company of any of its assets, including writing off notes or accounts receivable other than in the usual and ordinary course of business except for this Subscription Agreement and the consistent with past practice; (f) there has not been adoption of any new severance plan, agreement or arrangement or any other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect theretoCompany Benefit Plan, or modified termination, amendment, modification or alteration in any equity security respect of the Companyany severance plan, (xii) declared agreement or paid any dividends on arrangement or made any other distributions Company Benefit Plan, in each case whether written or oral; (g) there has not been any modification to the terms of an employment agreement with respect to, a Key Executive (or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in Company employee outside the usual and ordinary course of its business) or any increase in the compensation payable by the Company to any Key Executive (or any other Company employee outside the ordinary course of business); (h) there has not been any change in cash management policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, and deferral of revenue; (i) there has not been any sale, assignment, grant of a license in or transfer of any Intellectual Property, except in the ordinary course of business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect practice; or (xivj) made there has not been any change action taken by the Company that legally binds the Company to take any of the foregoing actions described in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedthis Section 3.21.

Absence of Changes. Since June 30, 2002, other than Except as set forth on Schedule 2(e) and/or in the SEC Documents, since the date (the “Balance Sheet Date”) of the most recent balance sheet (the “Balance Sheet”) included in the SEC Documents and except as set forth on Schedule 2.6 to this Subscription Agreement2(e), the Company has not sustained or incurred any of the following events which would have individually or in the aggregate a Material Adverse Effect on the Company: (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any material changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any material liens other than those securing, or paid any obligation or liability other than than, current liabilities shown on the balance sheet dated as of June 30, 2002Balance Sheet, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002Balance Sheet Date, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its material assets, tangible or intangible, (v) sold, transferred or leased any of its material assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material valuevalue except in the usual and ordinary course of business and consistent with past practices, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties, properties or business or prospects of the Company, (viii) entered into any material transaction other than in the usual and ordinary course of business except for this Subscription Agreement and Agreement, the other Offering Transaction Documents and the related agreements referred to herein and therein, (ix) encountered any material labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreementagreement other than in the ordinary course of business, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, or results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30January 1, 20021996, except as reflected in the Financial Statements or the SEC Documents, neither the Company nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed other than in the ordinary course or any other Liabilities other than in the ordinary course; (iii) made any loans or advances to any Person (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than as set forth the sale, exchange or other disposition of its equipment and services in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or practice; (v) incurred any change in the aggregate a Material Adverse Effectassets, (ii) made Liabilities, financial condition, operating results, prospects or suffered any business of the Company from that reflected in the Financial Statements, except changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicespractice that have not been, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practicesaggregate, materially adverse; (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (loss, whether or not covered by insurance) , materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business or prospects of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted); (vii) waived a valuable right or a debt owed to it, (viii) entered into any transaction other than except in the usual and ordinary course of business consistent with past practice; (viii) satisfied or discharged any Lien, claim or encumbrance or payment of any obligation, except for this Subscription Agreement in the ordinary course of business consistent with past practice and that is not material to the other Offering Documents assets, properties, financial condition, operating results, prospects or business of the Company or any Subsidiary (as such business is presently conducted and the related agreements referred as it is proposed to herein and therein, be conducted); (ix) encountered agreed to or made any labor difficulties material change or labor union organizing activitiesamendment to any Material Contract, except in the ordinary course of business consistent with past practice; (x) made any material change in any compensation arrangement or granted agreement with any wage or salary increase or entered into any employment agreement, employee; (xi) issued permitted or sold allowed any shares of capital stock or its assets to be subjected to any material Lien, other securities or granted any options than Liens on equipment in the ordinary course of business consistent with respect thereto, or modified any equity security of the Company, past practice; (xii) declared written up the value of any inventory, notes or paid any dividends on or made any other distributions with respect toaccounts receivable, or purchased or redeemed, any of its outstanding equity securities, other assets; (xiii) suffered licensed, sold transferred, pledged, modified, disclosed, disposed of or experienced permitted to lapse any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results right to the use of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or any Intellectual Property Right; (xiv) made any change in the any method of accounting principles, methods or practices followed by it accounting practice or any change in depreciation or amortization policies or rates theretofore previously adopted; (xv) paid, lent or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any of its Affiliates, except for directors' fees, and employment compensation to officers; (xvi) made capital expenditures or commitments therefor, other than such capital expenditures or commitments made in the ordinary course consistent with past practice and not exceeding, in the aggregate, Thirty Million Dollars ($30,000,000) for the period from September 30, 1996 through the Closing Date; and (xvii) to the Company's Knowledge, incurred or suffered any other event or condition of any character that could reasonably be expected to result in a Material Adverse Effect to the Company or any Subsidiary.

Absence of Changes. Since June 30incorporation, 2002the Business of ATC has been operated in the ordinary course consistent with past practice and, other than except as set forth in the SEC Documents and Schedule 2.6 to this Subscription AgreementSection 3.12, the Company there has not been (ia) incurred any debtsmaterial adverse change in the Business, obligations operations, properties, condition (financial or liabilitiesotherwise), absoluteprospects, accrued, assets or liabilities of ATC (contingent or otherwise, whether due or to become due, known or unknown); (b) any dividend declared or paid or distribution made on the Stock of ATC, or any capital stock of ATC, redeemed or repurchased; (c) any incurrence of Debt by ATC; (d) any salary, bonus or compensation increases to any officers, employees or agents of ATC; (e) any pending or threatened litigation or disputes affecting ATC or any of its respective assets; (f) any transaction or contract, or amended or terminated any transaction or contract by ATC, except current liabilities incurred normal transactions or contracts consistent in nature and scope with prior practices and entered into in the usual ordinary course of business consistent with past practices; (g) any mortgage, sale, transfer, distribution or other disposition of any material assets by ATC; (h) any damage, destruction or loss by ATC to or of its respective assets except in the ordinary course of business and except to the extent that any asset damaged, destroyed or lost has been repaired or replaced; (i) except in the ordinary course of business and consistent with past practicespractice, having individually any capital expenditures for additions to property, plant or equipment; (j) any grant or credit to any customer or distributor on terms materially more favorable than the terms on which credit has been extended to such customer or distributor in the aggregate past nor changed the terms of any credit previously extended; (k) any order accepted by a customer that is more than 60 days delinquent in an account receivable of ATC; or (l) any other change in the nature of, or the manner of conducting, the Business, other than changes that neither have had, nor reasonably may be expected to have, a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Since June 30February 28, 20022007, other than except as set forth on Section 3.1(g)(i) of the Disclosure Schedule, none of the Ricon Companies has experienced any change (including, without limitation, any change in the SEC Documents relationship between any Ricon Company and Schedule 2.6 any significant customer, supplier or other business relationship) in the business, financial position, or results of operations that has had or could reasonably be expected to this Subscription Agreementhave a Material Adverse Effect. Since February 28, 2007, the Company business of the Ricon Companies has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred been operated in the usual and ordinary course of business and consistent with past practicespractice and, having individually except as set forth on Section 3.1(g)(ii) of the Disclosure Schedule, there has been no (i) material damage, destruction or in the aggregate a Material Adverse Effectloss which is not covered by insurance, (ii) made increase in compensation payable or suffered to become payable by the Ricon Companies to any changes of their respective executive officers, or the making of any bonus payment, loan or similar arrangement to or with any of them, (iii) cancellation of indebtedness due to the Ricon Companies from others in its contingent obligations by way excess of guaranty$50,000 in the aggregate or payment or discharge of indebtedness not otherwise due and payable, endorsement (iv) sale, transfer or other disposition of assets of the Ricon Companies for a purchase price in excess of $50,000 in the aggregate other than the endorsement sales of checks for deposit assets in the usual ordinary course of business, (v) commitments for capital expenditures by the Ricon Companies in excess of $25,000 for any individual item or project, (vi) material change in accounting policies used by the Ricon Companies, (vii) incurrence of obligations or liabilities of any nature in excess of $50,000 other than items incurred in the regular and ordinary course of business), indemnityconsistent with past practice, warranty or otherwiseincrease of $25,000 or more (or experience of any change in the assumptions underlying or the methods of calculating) of any bad debt, contingency, or other reserve, (iiiviii) discharged grant of a mortgage, pledge, lien, Encumbrance, restriction, or satisfied charge of any liens kind on any of the properties or paid assets (real, personal or mixed, tangible or intangible) of any obligation or liability Ricon Company other than current liabilities shown on Permitted Encumbrances, (ix) write down or write up of the balance sheet dated as value of June 30any Inventory (including write-downs by reason of shrinkage or markdowns) in excess of $25,000 in the aggregate, 2002(x) disposal of, and current or permission to lapse, any right to the use of any Intellectual Property owned or leased by any Ricon Company, (xi) except for indebtedness incurred under the Credit Agreements to pay liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices(it being understood that the monetary obligations arising under Credit Agreements will be repaid prior to or at Closing), (iv) mortgaged, pledged or subjected to lien incurrence of any indebtedness in excess of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except $25,000 in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Companyaggregate, (xii) declared declaration, payment or paid setting aside of the payment of any dividends on dividend or made any other distributions with distribution in respect to, of the Shares or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change inagreement, or condition affecting, its condition (financial so as to legally bind the Ricon Companies whether in writing or otherwise), properties, assets, liabilities, business operations, results to take any of operations or prospects other than changes, events or conditions the actions set forth in the usual this Section 3.1(g) and ordinary course of its business and consistent with past practices, having (either not otherwise permitted by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedthis Agreement.

Absence of Changes. Since June 30July 31, 20021995, except as described on ------------------ Schedule 3.16 and except as Graphic may have consented to in writing, there has not been any transaction or occurrence in which QQQ or Quadras has: (a) issued or delivered any stock or other than as set forth securities or granted any options or rights to purchase any securities; (b) borrowed any amount or incurred any material liabilities (absolute or contingent), except in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty ; (c) made any loans or otherwise, extended any credit to any individual or entity except in the ordinary course of business; (iiid) discharged or satisfied any liens lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the balance sheet dated as of June 30, 2002, and Interim Balance Sheet or current liabilities incurred since the such date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicesbusiness; (e) declared any dividend or made any payment (excluding regular compensation which shall not have changed since July 31, 1995) or distribution to the Stockholders or purchased or redeemed any shares of its capital stock or other securities; (ivf) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (vg) sold, assigned or transferred or leased any of its assets tangible assets, except for sale of inventory in the usual and ordinary course of business, or entered into any discussions or negotiations for the sale, assignment or transfer of any such assets, or cancelled any debts or claims other than normal adjustments to customer accounts in the ordinary course of business and consistent with past practiceswhich, in the aggregate do not exceed $10,000; (vih) cancelled sold, assigned or compromised transferred any debt or claimpatents, trademarks, trade names, copyrights, or waived or released any right, of material value, other Intellectual Property; (viii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, material adverse change in its business or prospects financial position; (j) made any change in its accounting policies or practices; (k) made any change in employee compensation; (l) entered into any transaction with a Stockholder, director, officer or employee of the Company, QQQ or any member of such person's immediate family; or (viiim) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedas otherwise contemplated hereby.

Absence of Changes. Since June 30, 20022006, other than as set forth in the SEC Documents and the Disclosure Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 20022006, and current liabilities incurred since the date of the balance sheet dated as of June 30, 20022006, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiiix) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xivxi) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Since June 30, 2002, other than Except (i) as set forth in Section 3.10 of the Company Disclosure Schedule, or (ii) as disclosed in the Company SEC Documents (hereinafter defined) filed and Schedule 2.6 publicly available prior to the date of this Subscription AgreementAgreement (the "Filed Company SEC Documents"), from December 31, 1996 to the date of this Agreement (or such other date or period as may be specifically referred to below), the Company has conducted its business only in the ordinary course and there has not been, occurred, or arisen: (ia) incurred any debtschange in, obligations or liabilitiesany event (including without limitation any damage, absolutedestruction, accruedor loss whether or not covered by insurance), contingent condition, or otherwisestate of facts of any character that individually or in the aggregate has or would reasonably be expected to have a Material Adverse Effect on the Company; (b) any declaration, whether due setting aside, or payment of any dividend or other distribution in respect of the capital stock of any Acquired Company or any direct or indirect redemption, purchase or other acquisition by any Acquired Company of any such stock or of any interest in or right to become dueacquire any such stock; (c) any employment, deferred compensation, or other salary, wage or compensation Contract entered into between any Acquired Company and any Company Employee, except current liabilities incurred for normal and customary Contracts with agents and consultants and Employees who would earn total annual compensation (other than from Company Options and Company SARs included in Section 3.03) of less than $50,000 in the usual and ordinary course of business and consistent with past practicespractice; or, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of since June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case 1997 any increase in the usual and salary, wages, or other compensation of any kind, whether current or deferred, of any Company Employee, other than routine increases that were made in the ordinary course of business and consistent with past practicespractice and that did not result in an increase of more than 10% of the respective salary, wages or compensation of any such Person, except for increases which relate to increases in production by agents consistent with the terms of their existing Contracts; or any creation of any Plan (ivas defined in Section 3.14) mortgaged, pledged or subjected any contribution to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except other than a contribution made in the usual and ordinary course of business and consistent with past practicespractice) or amendment or modification of any Plan; or any election by or on behalf of any Acquired Company made pursuant to the provisions of any Plan to accelerate any payments, obligations or vesting schedules under any Plans; 16 (vid) cancelled or compromised any debt or claimpayment, discharge, or waived satisfaction by an Acquired Company of any Lien or released Liability other than Liens or Liabilities that (i) were paid, discharged, or satisfied in the ordinary course of business and consistent with past practice, or (ii) were paid, discharged, or satisfied as required under this Agreement; (e) except for value received in the ordinary course of business and consistent with past practice, any rightcancellation of any Liability owed to any Acquired Company by any other Person; (f) any amendment, termination, waiver, disposal or lapse of, or other failure to preserve, or regulatory agreement with respect to any Permit of material valueany Acquired Company the result of which individually or in the aggregate has or would reasonably be expected to have a Material Adverse Effect on the Company; (g) any agreement for the sale, merger or transfer of any Acquired Company or substantially all of the assets or business thereof (viiexcept for this Agreement and documents relating thereto); (h) suffered any physical damage, destruction or destruction, loss (whether or not covered by insurance) adversely affecting the properties, business or prospects any of the CompanyAssets or Properties of any Acquired Company which damage, (viii) entered into any transaction other than destruction, or loss individually or in the usual and ordinary course aggregate exceeds $1 million; or (i) any issuance, sale or disposition by any Acquired Company of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and thereinany debenture, (ix) encountered any labor difficulties or labor union organizing activitiesnote, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect theretosecurity issued by such Acquired Company (except pursuant to the Company Option Plans), or modified any equity security modification or amendment of any right of the Companyholder of any outstanding debenture, note, stock or other security issued by such Acquired Company (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwiseexcept pursuant to Section 1.02), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.;

Absence of Changes. Since June 30March 31, 20022006, other than as set forth in the SEC Documents and Schedule 2.6 2.4 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30March 31, 20022006, and current liabilities incurred since the date of the balance sheet dated as of June 30March 31, 20022006, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiiix) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xivxi) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Since June November 30, 20022001, except with respect to matters of which the Company has notified the Placement Agent in writing or publicly disclosed and other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June November 30, 20022001, and current liabilities incurred since the date of the balance sheet dated as of June November 30, 20022001, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription the Agency Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30, 2002, other than Except as set forth in Part 2.4 of the SEC Documents Disclosure Schedule and Schedule 2.6 to this Subscription Agreementsince June 30, the Company 2014 (a) there has not (i) incurred been any debtsMaterial Adverse Effect, obligations and no event has occurred or liabilitiescircumstance has arisen that, absolutein combination with any other events or circumstances that have occurred or arisen, accrued, contingent could reasonably be expected to have or otherwise, whether due or to become due, except current liabilities incurred result in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect; (b) there has not been any material loss, (ii) made damage or suffered destruction to any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as assets of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss Business (whether or not covered by insurance); (c) adversely affecting the propertiesSeller has not made any capital expenditure primarily relating to the Business that exceeds $50,000; (d) the Seller has not written off as uncollectible, business or prospects of established any extraordinary reserve with respect to, any account receivable or other Indebtedness relating to the CompanyBusiness; (e) other than the Transactions contemplated by this Agreement, (viii) the Seller has not entered into any material transaction outside the ordinary course of business or inconsistent with past practices with respect to the Business; (f) other than as contemplated by this Agreement, Seller has not sold or licensed any portion of the Business (including any tangible or intangible assets) other than in the usual and ordinary course of business except for business; (g) other than the Transactional Agreements, the Seller has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) primarily related to the Business and outside the ordinary course of business; (h) no party to any contract involving the Business has accelerated, terminated, modified, or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000; (i) Seller has not delayed or postponed the payment of accounts payable or other Liabilities pertaining to the Business; (j) other than as contemplated by this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and thereinAgreement, (ix) encountered any labor difficulties or labor union organizing activitiesSeller has not transferred, (x) made assigned or granted any wage license or salary increase or entered into any employment agreementsublicense with respect to Proprietary Rights pertaining to the Business, except in the ordinary course of business; (xik) issued or sold any shares of capital stock or other securities or than as contemplated by this Agreement, Seller has not granted any options with respect thereto, or modified increase in the base compensation of any equity security of the Company, (xii) declared officers or paid any dividends on managers of the Business who are Transitioning Employees or made any other distributions material change in the terms of their employment, except in the ordinary course of business; (l) the Seller has not discharged a material Liability or Encumbrance pertaining to the Business outside of the ordinary course of business; (m) Seller has not paid any amount to any third party with respect to, to any Liability pertaining to the Business that would not constitute an Assumed Liability if in existence as of the Closing; and (n) the Seller has not agreed or purchased or redeemed, committed to take any of its outstanding equity securities, the actions referred to in clauses "(xiii) suffered or experienced c)" through "(m)" of this sentence with respect to the Business. "Material Adverse Effect" means any change in, or condition affectingof any character in the Assets including, its condition (without limitation, the financial or otherwise), properties, assets, liabilities, business operationscondition, results of operations or prospects other than changesof the Business which, events individually or conditions in the usual and ordinary course aggregate, had or could reasonably be expected to have a material adverse effect on the revenues, financial condition, results of its business and consistent with past practicesoperations, having (either properties, assets or prospects of the Business. For purposes of this Agreement, "Transitioning Employees" means any employee of the Seller who accepts an employment offer made by itself the Purchaser or any affiliate of the Purchaser, or otherwise becomes an employee of the Purchaser or any affiliate of the Purchaser, at or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedClosing.

Absence of Changes. Since June November 30, 20022001, except with respect to matters of which the Company has notified the Placement Agent in writing or publicly disclosed and other than as set forth in the SEC Documents and Schedule 2.6 2(f) to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June November 30, 20022001, and current liabilities incurred since the date of the balance sheet dated as of June November 30, 20022001, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and Agency Agreement, the other Offering Transaction Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30December 31, 20021999, other than there have been no material changes in the Corporation's accounting practice, procedures or policies. Except as and to the extent set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreementon SCHEDULE 5.6 or as contemplated hereby, the Company since December 31, 1999, there has not been (ia) incurred any debts, obligations Material Adverse Effect or liabilities, absolute, accrued, contingent any change or otherwise, whether due or occurrence which could reasonably be expected to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate have a Material Adverse Effect, (iib) made any borrowing or suffered agreement to borrow any changes in its funds or any material liability or obligation of any nature whatsoever (contingent obligations or otherwise) incurred by way of guarantythe Corporation, endorsement (other than the endorsement of checks for deposit current liabilities or obligations incurred in the usual and ordinary course of business), indemnity, warranty or otherwise, (iiic) discharged any asset or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date property of the balance sheet dated as Corporation made subject to a Lien, (d) any waiver of June 30any material right of the Corporation, 2002or the cancellation of any material debt or claim held by the Corporation, in each case (e) any payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities) of the Corporation, or any agreement or commitment therefor, (f) any issuance of any stocks, bonds or other securities of the Corporation or options, warrants or rights or agreements or commitments to purchase or issue such securities or grant such options, warrants or rights, (g) any mortgage, pledge, sale, assignment or transfer of any tangible or intangible assets of the Corporation, except with respect to tangible assets in the usual and ordinary course of business and consistent with past practicesbusiness, (ivh) mortgagedany loan or advance by the Corporation to, pledged or subjected guarantee for the benefit of, any Persons in excess of $25,000 in the aggregate, or any agreement or commitment therefor or any other transaction entered into or payment made by the Corporation with or to lien an officer, director, employee, stockholder (or any of its assetstheir affiliates or relatives) or other affiliate of the Corporation, tangible whether directly or intangibleindirectly, (vi) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the propertiesassets, property or business or prospects of the CompanyCorporation, (viiij) entered into any transaction other than change in the usual and ordinary course any assumptions underlying or methods of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemedcalculating, any of its outstanding equity securitiesbad debt, (xiii) suffered contingency, tax r other reserves or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it the Corporation, (k) any material change in the manner or timing of collecting accounts receivable or satisfying accounts payable, (l) any writing down of the value of any assets except in accordance with the Corporation's historical depreciation policy as reflected in the Financial Statements, consistently applied in accordance with past practice, (m) any acquisition of any material assets, securities or amortization policies any business of any Person, (n) any entry by the Corporation into a transaction outside of the ordinary course of business of the Corporation, (o) any material adverse change or rates theretofore adoptedthreat of any material adverse change in its relations with, or any loss or threat of loss of, any of its important suppliers, clients, distributors, brokers, employees, customers or subscribers, (p) any termination, cancellation or breach of any Contract (as defined in Section 5.18 hereof), whether by the Corporation or any other party thereto (other than a breach which could not reasonably be expected to materially impact the Corporation's rights or obligations under such Contract), (q) any grant of any material discounts or rebates or any lowering or reduction of the prices of any of its services, (r) any discharge or satisfaction of any Lien or payment of any obligation or liability, other than current liabilities paid in the ordinary course of business; (s) any sale, assignment or transfer of any of its tangible assets, except in the ordinary course of business, or any cancellation of any debts or claims; (t) any sale, assignment or transfer of any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or any disclosure of any proprietary confidential information to any Person other than disclosure subject to customary non- disclosure agreements; (u) any Investment in or any steps taken to incorporate any subsidiary; or (v) any commitment (contingent or otherwise) to do any of the foregoing.

Absence of Changes. Since June 30December 31, 20021996, other than except as set forth in the SEC Documents and Reports, the RTIC Disclosure Schedule 2.6 to or as otherwise contemplated by this Subscription Agreement, the Company RTIC has not (ia) issued any stock, bond or other corporate or partnership security (including without limitation securities convertible into or rights to acquire capital stock of RTIC); (b) borrowed any amount or incurred or become subject to any debts, obligations or liabilities, liability (absolute, accrued, contingent accrued or otherwise, whether due or to become duecontingent), except current liabilities incurred and liabilities under contracts entered into, all of which were in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, ; (iiic) discharged or satisfied any liens lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on in the balance sheet dated as of June 30, 2002, RTIC 10-KSB and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicessince the most recent balance sheet included in the RTIC 10-KSB; (d) declared or made any payment or distribution (whether in cash, securities, other property or any combination thereof) on or in respect of the capital stock of RTIC or purchased or redeemed any shares of its capital stock or other securities; (ive) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (vf) sold, assigned or transferred or leased any of its tangible assets except in the usual ordinary course of business, or canceled any debt or claim; (g) sold, assigned, transferred or granted any license with respect to any trademark, trade name, service xxxx, copyright, trade secret or other intangible asset; (h) suffered any material loss of property or waived any material right of substantial value whether or not in the ordinary course of business; (i) suffered any material adverse change in its relations with, or any loss or threatened loss of, any of its Suppliers; (j) with respect to any of its directors, officers, partners or employees with compensation in excess of $ 50,000; (1) granted any severance or termination pay other than a proposed severance package with respect to the current president of RTIC; (2) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) or arrangement other than a proposed consulting agreement with Xxxxx Xxxx and proposed amendments to that existing consulting agreement with Xxxxxx Xxxxxxx (3) increased any benefits payable under any existing severance or termination pay policies or employment agreements, or (4) increased the compensation, bonus or other benefits payable; (k) made any material change in the manner of its business or operations; (l) made any material change in any method of accounting or accounting practice; (m) written off as uncollectible any accounts or notes receivable in excess of reserves; (n) to the best of RTIC's knowledge, entered into any transaction except in the ordinary course of business and consistent with past practices, or as otherwise contemplated hereby; or (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viiio) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred commitment (contingent or otherwise) to herein and therein, (ix) encountered do any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedforegoing.

Absence of Changes. Since June 30, 2002, other than the date of the Balance Sheet and except as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement2.8, the Company has there have not been (ia) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any adverse changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit as is normal in the usual and ordinary course of business), indemnity, warranty ) in the condition (financial or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as assets liabilities, business, prospects, results of June 30operations or cash flows of TDK and its Subsidiary (including, 2002without limitation, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical such adverse change resulting from damage, destruction or loss (other casualty loss, whether or not covered by insurance) adversely affecting the propertieswhich could reasonably be expected to have a Material Adverse Effect, business (b) any waivers by TDK or prospects its Subsidiary of any right, or cancellations of any debt or claim, of substantial value, (c) any declarations, set asides or payments of any dividend or other distributions or payments in respect of the CompanyTDK Common Stock, (viiid) entered into any transaction changes in the accounting principles or methods which are utilized by TDK and its Subsidiary, (e) any amounts borrowed or any liabilities (absolute or contingent) incurred by TDK or its Subsidiary, other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and thereinor constituting Approved Advances (as defined in Section 5.9(vi)), (ixf) encountered any labor difficulties liens discharged or labor union organizing activitiessatisfied or any obligations or liabilities (absolute or contingent) paid by TDK or its Subsidiary, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of business, (g) any material assets, either tangible or intangible, of TDK or its Subsidiary mortgaged, pledged or subjected to a lien, other than in the ordinary course of business and consistent with past practicespractices and other than the existing lien in favor of Parent, having (either h) any material tangible assets of TDK sold, assigned or transferred, other than the sale of inventory in the ordinary course of business, (i) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets of TDK or its Subsidiary sold, assigned or transferred, (j) any losses of material property of TDK or its Subsidiary, (k) any expenditures by itself TDK or in conjunction with all such other changesits Subsidiary of any material amount, events and conditions) a Material Adverse Effect or any bonuses or extraordinary salary increases, or (xivl) made any change in amendments or terminations of any material agreement, other than as contemplated by Sections 1.4(c) and 5.14 hereof and the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedDebt Purchase Agreement.

Absence of Changes. Since June 30August 31, 20022000, other than in each case except as set forth disclosed in the SEC Documents and Schedule 2.6 to this Subscription AgreementHomeLoan Disclosure Schedule, the Company business of HomeLoan has been operated in the ordinary course consistent with past practice and (a) there has not been any material adverse change in the working capital, business, operations, properties, condition (i) incurred any debtsfinancial or otherwise), obligations prospects, assets or liabilities, absolute, accrued, liabilities of HomeLoan (contingent or otherwise, whether due or to become due, known or unknown); (b) there has not been any dividend declared or paid or distribution made on the capital stock of HomeLoan, or any capital stock of HomeLoan redeemed or repurchased; (c) HomeLoan has not incurred any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except current liabilities items incurred in the usual and ordinary course of business and consistent with past practices, having individually practice and items related to the transactions contemplated hereby and specifically described herein or in the aggregate a Material Adverse Effectrelated transaction documents, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (iid) made there has not been any salary, bonus or suffered compensation increases to any changes in its contingent obligations by way officers, employees or agents of guarantyHomeLoan; (e) there has not been any pending or threatened litigation or disputes affecting HomeLoan; (f) HomeLoan has not paid, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation material claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than current claims, encumbrances or liabilities shown on (i) which are reflected or reserved against in the balance sheet dated as of June 30Financial Statements and which were paid, 2002, and current liabilities incurred discharged or satisfied since the date of the balance sheet dated as of June 30, 2002, in each case thereof in the usual and ordinary course of business and consistent with past practicespractice, or (ivii) mortgagedwhich were incurred and paid, pledged discharged or subjected to lien any of its assetssatisfied since August 31, tangible or intangible, (v) sold, transferred or leased any of its assets except 2000 in the usual and ordinary course of business and consistent with past practicespractice; (g) HomeLoan has not written down the value of any inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs made in the ordinary course of business, consistent with past practice and at a rate no greater than during the 12 months ended August 31, 2000; (vih) cancelled HomeLoan has not canceled any other debts or compromised any debt or claimclaims, or waived or released any rightrights, of material substantial value; (i) HomeLoan has not sold, (vii) suffered transferred or conveyed any physical damage, destruction of its properties or loss assets (whether real, personal or not covered by insurance) adversely affecting the propertiesmixed, business tangible or prospects of the Companyintangible), (viii) entered into any transaction other than except in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practicespractice; (j) HomeLoan has not disposed of or permitted to lapse, having or otherwise failed to preserve the exclusive rights of HomeLoan to use any patent, trademark, trade name, logo or copyright or any such application, or disposed of or permitted to lapse any material license, permit or other form of authorization, or disposed of or disclosed to any person other than Loraca, its affiliates and representatives and Xxxxxxxxx Xxxxxx & Xxxxxxxx, and its affiliates and representatives any trade secret, formula, source code, process or know-how, or intellectual property rights; (either by itself k) HomeLoan has not paid, loaned or advanced any amount to or in conjunction respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any of the Shareholders or the officers or directors of HomeLoan, any affiliates or associates of any Shareholder or HomeLoan or any of their respective officers or directors, or any business or entity in which any of such persons has any direct or material indirect interest, except for compensation to the officers and employees of HomeLoan at rates not exceeding the rates of compensation in effect at August 31, 2000, benefits payable to such persons under HomeLoan's employee benefit plans and the terms of any employment contracts in effect at August 31, 2000, copies of which have been provided to Loraca, and advances to employees in the ordinary course of business for travel and expense disbursements in accordance with all such past practice, but not in excess of $1,000 at any one time outstanding; or (l) there has not been any other changeschange in the nature of, events and conditions) or the manner of conducting, the business of HomeLoan, other than changes that neither have had, nor reasonably may be expected to have, a Material Adverse Effect or (xiv) made any change in on the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedbusiness of HomeLoan.

Absence of Changes. Since June 30, 2002, other than Except as set forth in the SEC Documents and on Schedule 2.6 2.9 to this Subscription Agreement, since September 30, 2001 the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens other than those securing, or paid any obligation or liability other than than, current liabilities shown on the balance sheet dated as of June at September 30, 20022001 and forming part of the SEC Documents, and current liabilities incurred since the date of the balance sheet dated as of June September 30, 20022001, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and Agreement, the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30January 1, 20021996, except as ------------------ reflected in the Financial Statements or the SEC Documents, neither the Borrower nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed other than in the ordinary course or any other Liabilities other than in the ordinary course; (iii) made any loans or advances to any Person (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than as set forth the sale, exchange or other disposition of its equipment and services in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or practice; (v) incurred any change in the aggregate a Material Adverse Effectassets, (ii) made liabilities, financial condition, operating results, prospects or suffered any business of the Borrower from that reflected in the Financial Statements, except changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicespractice that have not been, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practicesaggregate, materially adverse; (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (loss, whether or not covered by insurance) , materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business or prospects of the CompanyBorrower (as such business is presently conducted and as it is proposed to be conducted); (vii) waived a valuable right or a debt owed to it, (viii) entered into any transaction other than except in the usual and ordinary course of business consistent with past practice; (viii) satisfied or discharged any Lien, claim or encumbrance or payment of any obligation, except for this Subscription Agreement in the ordinary course of business consistent with past practice and that is not material to the other Offering Documents assets, properties, financial condition, operating results, prospects or business of the Borrower or any Subsidiary (as such business is presently conducted and the related agreements referred as it is proposed to herein and therein, be conducted); (ix) encountered agreed to or made any labor difficulties material change or labor union organizing activitiesamendment to any Material Contract, except in the ordinary course of business consistent with past practice; (x) made any material change in any compensation arrangement or granted agreement with any wage or salary increase or entered into any employment agreement, employee; (xi) issued permitted or sold allowed any shares of capital stock or its assets to be subjected to any material Lien, other securities or granted any options than Liens on equipment in the ordinary course of business consistent with respect thereto, or modified any equity security of the Company, past practice; (xii) declared written up the value of any inventory, notes or paid any dividends on or made any other distributions with respect toaccounts receivable, or purchased or redeemed, any of its outstanding equity securities, other assets; (xiii) suffered licensed, sold, transferred, pledged, modified, disclosed, disposed of or experienced permitted to lapse any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results right to the use of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or any Intellectual Property Right; (xiv) made any change in the any method of accounting principles, methods or practices followed by it accounting practice or any change in depreciation or amortization policies or rates theretofore previously adopted; (xv) paid, lent or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any of its affiliates, except for directors' fees, and employment compensation to officers; (xvi) made capital expenditures or commitments therefor, other than such capital expenditures or commitments made in the ordinary course consistent with past practice and not exceeding, in the aggregate, $22,000,000 for the period from September 30, 1996 through the Closing Date and (xvii) to the Borrower's Knowledge, incurred or suffered any other event or condition of any character that could reasonably be expected to result in a Material Adverse Effect on the Borrower or any Subsidiary.

Absence of Changes. Since Except as provided in Schedule 2.7 and except as contemplated hereby, since June 30, 2002, other than as set forth 2003 (a) RBM has not entered into any material transaction that was not in the SEC Documents ordinary course of business; (b) except for sales of services and Schedule 2.6 to this Subscription Agreement, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred equipment and supplies in the usual and ordinary course of business of RBM, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any material asset or property of RBM; (c) there has been (i) no declaration, payment or distribution of any type or nature to any member of RBM in respect of the Membership Interests, whether in cash or property, and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made no purchase or suffered redemption of the Membership Interests of RBM; (d) there has been no declaration, payment, or commitment for the payment, by RBM, of a bonus or other additional salary, compensation, severance or benefit to any changes in its contingent obligations by way employee or consultant of guaranty, endorsement (other than the endorsement of checks for deposit RBM that was not in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicesother than as specifically contemplated under Section 4.1(g); (e) there has been no material release, compromise, waiver or cancellation of any debt to or claim by RBM, or waiver of any material right of RBM; (ivf) mortgagedthere have been no capital expenditures in excess of $10,000 for any single item, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except $50,000 in the usual and aggregate; (g) there has been no change in accounting methods or practices or revaluation of any asset of RBM (other than RBM Accounts Receivable (as defined in Section 2.26) written down in the ordinary course of business and consistent with past practices, (vi) cancelled or compromised not in excess of $5,000 for any debt or claimsingle RBM Accounts Receivable, or waived $25,000 in the aggregate); (h) there has been no material damage or released any rightdestruction to, of material value, (vii) suffered any physical damage, destruction or loss of, physical property (whether or not covered by insurance) adversely affecting the propertiesRBM Business or the operations of RBM; (i) there has been no loan by RBM, or guaranty by RBM of any loan, to any employee of RBM other than travel or similar advances for otherwise reimbursable expenses; (j) RBM has not ceased to transact business or prospects with any customer that, as of the Companydate of such cessation, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.represented more than

Absence of Changes. Since June 30the date of the financial statements included in the Company’s Current Report on Form 8-K filed with the SEC on October , 20022006 (the “Financial Statements”), except with respect to matters of which the Company has notified the Placement Agents in writing and other than as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement2(f), the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, having individually or in the aggregate a Material Adverse Effect, (iii) discharged or satisfied any material liens or paid any material obligation or material liability other than current liabilities shown on in the balance sheet dated as of June 30, 2002Financial Statements, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002Financial Statements, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its material assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any material debt or material claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and Agency Agreement, the other Offering Transaction Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties difficulties, or labor union organizing activities, (x) made or granted any material wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Changes. Since June 30, 2002, other than Except as set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement2.10, since March 31, 1998, the Company has not suffered or taken any of the following actions: (i) incurred suffered any debtsmaterial adverse effect in its financial condition, obligations or liabilitiesassets, liabilities (absolute, accrued, contingent or otherwise), reserves, Business or operations; (ii) incurred any material liabilities or obligations (whether due absolute, accrued, contingent or to become dueotherwise), except current liabilities items incurred in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, ; (iii) discharged increased, or satisfied experienced any liens material change in any assumptions underlying, or paid methods of calculating, any obligation bad debt, contingency or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, reserves; (iv) mortgaged, pledged permitted or subjected to lien allowed any of its assetsassets to be subjected to any Liens of any kind, tangible except for Liens for Taxes not yet due or intangible, other minor encumbrances; (v) leased, sold, transferred or leased otherwise disposed of any of its assets except in the usual and ordinary course of business and consistent with past practices, business; (vi) cancelled made any capital expenditure or compromised commitment for replacements or additions or structural improvements or maintenance to property, plant, equipment or other capital assets in excess of $50,000; (vii) declared, paid or set aside for payment any debt dividend or claimother distribution with respect to its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company; (viii) made any change in its method of accounting or accounting practice; (ix) issued, sold or delivered or agreed to issue, sell or deliver any shares of capital stock of the Company or any options, warrants or rights to acquire capital stock or securities convertible into or exchangeable for capital stock; (x) increased the salaries, compensation, pension or other benefits payable to any manager or employee of the Company or entered into any employment agreement with any officer or salaried employee that is not terminable by the employer, without cause and without penalty on 30 days notice or less, except in the ordinary course of business; (xi) forgiven or canceled any claims or waived or released any right, rights of material value, ; (viixii) suffered any physical casualty, damage, destruction or property loss (whether or not covered by insurance) materially adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, ; (xiii) suffered any loss of employees due to resignation or experienced any change incustomers that materially adversely affect the Company, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions except in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect business; or (xiv) made agreed, whether in writing or otherwise, to take any change of the actions described in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adoptedthis Section 2.10.

Absence of Changes. Since Except for the return to the Solmecs Shareholder of an aggregate of 50,000 shares of the Common Stock of the Solmecs Shareholder (the "Bayou Stock") held by Solmecs, Solmecs has not since June 30, 20021996, (a) issued any stock, bond or other than as set forth in the SEC Documents and Schedule 2.6 corporate or partnership security (including without limitation securities convertible into or rights to this Subscription Agreement, the Company has not acquire capital stock of Solmecs); (ib) borrowed any amount or incurred or become subject to any debts, obligations or liabilities, liability (absolute, accrued, contingent accrued or otherwise, whether due or to become duecontingent), except current liabilities incurred and liabilities under contracts entered into, all of which were in the usual and ordinary course of business and consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, ; (iiic) discharged or satisfied any liens lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the most recent balance sheet dated as of June 30, 2002, included in the Solmecs Financial Statements and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practicessince the most recent balance sheet included in the Solmecs Financial Statements; (d) declared or made any payment or distribution (whether in cash, securities, other property or any combination thereof) on or in respect of the capital stock of Solmecs or purchased or redeemed any shares of its capital stock or other securities; (ive) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (vf) sold, assigned or transferred or leased any of its tangible assets except in the usual and ordinary course of business and consistent with past practicesbusiness, (vi) cancelled or compromised canceled any debt or claim; (g) sold, assigned, transferred or waived granted any license with respect to any patent, trademark, trade name, service mark, xxpyright, trade secret or released any right, of material value, other intangible asset; (viih) suffered any physical damage, destruction loss of property or loss (waived any right of substantial value whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, business; (ixi) encountered suffered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect theretomaterial adverse change in its relations with, or modified any equity security of the Company, (xii) declared loss or paid any dividends on or made any other distributions with respect to, or purchased or redeemedthreatened loss of, any of its outstanding equity securities, Suppliers (xiiias defined in Section 3.21 hereof); (j) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.respect to

Absence of Changes. Since June 30, 2002, other than Except as set forth in Section 2.10 of the SEC Documents and Schedule 2.6 to this Subscription AgreementDisclosure Schedule, since May 31, 1996, the Business of the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred been operated in the usual and ordinary course of business and consistent with past practices, having individually or practice and there has not been (a) any material adverse change in the aggregate a Material Adverse EffectBusiness, (ii) made or suffered any changes in its contingent obligations by way of guarantyoperations, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (v) sold, transferred or leased any of its assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (ix) encountered any labor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), propertiesprospects, assetsassets or liabilities (contingent or otherwise) of the Company; (b) any dividend declared or paid or distribution made on the capital stock of the Company, liabilities, business operations, results or any capital stock thereof redeemed or repurchased; (c) any incurrence of operations long-term Indebtedness or prospects other than changes, events or conditions unusual increase in the usual current liabilities of the Company; (d) any salary, bonus or compensation increases to any officers, employees or agents of the Company; (e) any pending or threatened labor disputes or other labor problems against or affecting the Company; (f) any transaction or Contract or Agreement, or amendment or termination of any transaction or Contract or Agreement by the Company, except normal transactions or Contracts or Agreements consistent in nature and scope with prior practices and entered into in the ordinary course of its business and consistent with past practices, having (either g) any mortgage, sale, transfer, distribution or other disposition of any assets by itself the Company, except in the ordinary course of business consistent with past practices, (h) any theft, damage, destruction or loss by the Company to or of any of its assets except to the extent that any asset damaged, destroyed or lost has been repaired or replaced, (i) any capital expenditures for additions to property, plant or equipment in conjunction with all excess of $5,000, (j) any grant or credit to any customer or distributor on terms materially more favorable than the terms on which credit has been extended to such other changescustomer or distributor in the past nor changed the terms of any credit previously extended, events and conditions(k) a Material Adverse Effect or (xiv) made any change in the accounting principles, methods or practices followed by it the Company or any change in the depreciation or amortization policies or rates theretofore heretofore adopted; or (l) any other change in the nature of, or the manner of conducting, the Business of the Company, other than changes that neither have had, nor reasonably may be expected to have, a Material Adverse Effect on the Business of the Company.