Common use of Agreements; Action Clause in Contracts

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 2004, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except as created or incurred in the ordinary course of business, as related to the Company's Universal Docking Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of, or payments to$100,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); or its subsidiaries, (iii) provisions restricting the developmentgrant of rights (excluding contract manufacturing rights and relationships) to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or servicessell its products; or (iv) indemnification by the Company with respect to infringements infringement of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000 or in excess of $300,000 100,000 in the aggregate; , other than in the ordinary course of business, (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; and relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for this Agreement and the Investor Rights Agreement and employment agreements between the Company and its employees providing for, among other things, the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its shareholders, officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any Subsidiary is a party or to its knowledge by which it is either the Company or the Subsidiaries are bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company or the Subsidiaries in excess of $200,000 (other than obligations of500,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property (as hereinafter defined) to or from the Company or the Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or the Subsidiaries' products or services; , or (iv) indemnification by the Company or the Subsidiaries with respect to infringements of proprietary rightsIntellectual Property (other than indemnification obligations arising from purchase or sale or license agreements entered into in the Ordinary Course of Business). (bc) Since June 30, 2004, Neither the Company has not: nor the Subsidiaries have (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities 500,000 individually less than or $200,000, in excess of $300,000 1,000,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.the

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries’ products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30December 31, 20042003, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filingsthe SEC filings: (a) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it or any of its Subsidiaries is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” software or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 20042006, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 50,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,00050,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments toto or by, the Company in excess of $200,000 100,000 (other than obligations of, or payments toto or by, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) borrowing of money, or (v) payment of broker's or finder's fees, or (vi) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business), or (vii) any other material contract or any contract that if breached would have a material adverse effect. All such items, regardless of their monetary amount, are set forth in the Schedule of Exceptions. (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 200,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (ii) incurred any indebtedness which is currently outstanding for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has performed all material obligations required to be performed by it as of the date hereof under any material agreement to which the Company is a party or by which it is bound. There are no agreements not otherwise disclosed that could reasonably be expected to materially and adversely affect the Company. No party to any such material contract has notified the Company with a claim to the effect that the Company has failed

Agreements; Action. (a) Except as set forth on Schedule 4.6 in the SEC Documents, or as disclosed in contemplated by the terms of this Agreement or any Exchange Act Filings: (a) There other agreements to be entered into between the Company and the Purchaser, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: provide for (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 2004Except as set forth in the SEC Documents, the Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel or other Company-related expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (d) The Company has not engaged in the past two years in any negotiation (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, or sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 250,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.than

Agreements; Action. Except as set forth on Schedule SCHEDULE 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30August 31, 20042002, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 3.6 or as disclosed in any Exchange Act Filings: (ai) There Other than the Company’s contemplated acquisition of assets of Proyecto Coco Hondo, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or . (ii) the transfer or license of any patentSince December 31, copyright2008, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of forward split dividend to the Company’s products or services; or (iv) indemnification by the Company with respect to infringements stockholders of proprietary rights. (b) Since June 30, 2004record, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses, or as disclosed on Schedule 3.6 (GRP & GV loans); or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings or proposed transactions between the Borrower and any of its officers, directors, Affiliates or any Affiliate thereof (other than this Agreement and the other Loan Documents). (b) Except as explicitly contemplated by the Loan Documents, and agreements entered into in the ordinary course of business or set forth on SCHEDULE 3.9, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company any Group Member is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company any Group Member in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); any Group Member, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products Borrower's exclusive right to develop, manufacture, assemble, distribute, market or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30, 2004, the Company No Group Member has not: (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 or any other liabilities (other than ordinary course obligations) individually Indebtedness in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 50,000 or in excess of $300,000 100,000 in the aggregate; aggregate (other than under this Agreement and as set forth on SCHEDULE 6.2(c)), (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances to such Group Member's employees for travel business expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For Except as disclosed in SCHEDULE 3.9 or as set out in the purposes Loan Documents, the Borrower has not entered into any binding letters of subsections intent with any corporation, partnership, association, other business entity or any individual regarding (ai) and the consolidation or merger of the Borrower with or into any such corporation or other business entity, (bii) abovethe sale, conveyance or disposition of all indebtednessor substantially all of the assets of the Borrower or a transaction or series of transactions in which more than 50% of the voting power of the Borrower is disposed of, liabilitiesor (iii) any other form of acquisition, agreementsliquidation, understandings, instruments, contracts and proposed transactions involving dissolution or winding-up of the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsBorrower.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 2004December 31,2003, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004Except as set forth in the Financial Statements, the Company has not: not (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 10,000 or, in the case of indebtedness and/or liabilities individually less than $200,00010,000, in excess of $300,000 25,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.exchanged

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from in the purchase ordinary course of “off business which are in full force and effect as of the shelf” or other standard productsdate of this Agreement); , or (iii) provisions restricting agreements regarding the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) otherwise material to the Company and to business as now conducted. (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than trade payables in the ordinary course obligations) individually in excess of $200,000 orbusiness), in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries' products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30, 2004, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except as created or incurred in the ordinary course of business, as related to the Company's Universal Connectivity Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of, or payments to$100,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); or its subsidiaries, (iii) provisions restricting the developmentgrant of rights (excluding contract manufacturing rights and relationships) to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or servicessell its products; or (iv) indemnification by the Company with respect to infringements infringement of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000 or in excess of $300,000 100,000 in the aggregate; , other than in the ordinary course of business, (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; and relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except for agreements under the Related Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, stockholders or any affiliate of any of the foregoing. (b) Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company or a subsidiary in excess of $200,000 25,000, or (ii) the transfer or license of any Intellectual Property right to or from the Company or a subsidiary, or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's, or a subsidiary's, exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of Intellectual Property rights (other than indemnification obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or25,000, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excessperson, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company has reason nor any of its subsidiaries is a party to believe are affiliated therewithor is bound by any contract, agreement or instrument, or subject to any restriction under their Certificate of Incorporation or By-Laws, which materially adversely affects their business as now conducted and as proposed to be conducted, their properties or their financial condition. (e) shall be aggregated for Neither the purpose Company nor any of meeting its subsidiaries have engaged in the past twelve (12) months in any discussion (i) with any representative of any company or firm regarding the consolidation or merger of the Company with or into any other entity, (ii) with any company or firm or any individual minimum dollar amounts regarding the sale, conveyance or disposition of such subsectionsall or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, recapitalization, restructuring, reorganization, liquidation, dissolution or winding up of the Company or, (iv) regarding the filing of a voluntary petition in bankruptcy.

Agreements; Action. Except as set forth on in Section 2.6 of Schedule 4.6 or as disclosed in any Exchange Act FilingsI: (a) There are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its, or their, officers and directors. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is or any of its Subsidiaries are a party or to its knowledge by which it is bound or to which its assets are subject which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company and its Subsidiaries in excess of $200,000 100,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture development or distribution of services of the Company’s products Company or services; any of its Subsidiaries, or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30The Company and, 2004with respect to (i), the Company (iii) and (iv), any of its Subsidiaries, has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 200,000 in the aggregate; , (iii) made any loans or advances to any person person, other than advances in the ordinary course of business not in excess, to exceed $100,000 individually or $200,000 in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); ) or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30December 31, 20042003, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and by the Investors' Rights Agreement and any Ancillary Agreements, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates, or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $200,000 (other than obligations of, or payments to$5,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; services or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 5,000 or, in the case of indebtedness and/or liabilities individually less than $200,0005,000, in excess of $300,000 25,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its individual employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into by the Company for the benefit of its customers in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:Filings or in connection with the Airdesk Acquisition (as defined in Section 9.15 below): (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 150,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard productsproducts or licenses by the Company as licensor in the ordinary course of the Company’s business consistent with past practices); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights other than as incidental to licenses by the Company as licensor in the ordinary course of the Company’s business consistent with past practices. (b) Since June 30Except as disclosed in the Exchange Act Filings, 2004since December 31, 2005, the Company has not: not (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; stock or otherwise, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 150,000 or, in the case of indebtedness and/or liabilities individually less than $200,000150,000, in excess of $300,000 250,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000150,000, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock and except as set forth on the Schedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) Except as set forth on the Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); 50,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture manufacture, marketing, sale or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004the date of the Financial Statements, the Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Balance Sheet) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel and business expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Except as set forth on the Schedule of Exceptions, the Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 2004, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Neither the Company nor any of its subsidiaries has entered into any agreements, understandings or proposed transactions with any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); its subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's or services; any subsidiary's exclusive right to develop, manufacture, assemble, distribute, market or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000 or in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For The Company has not engaged in the purposes past three (3) months in any discussion (i) with any representative of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be aggregated for disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the purpose of meeting the individual minimum dollar amounts of such subsectionsCompany.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries’ products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30December 31, 2004, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person Person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC. (v) The Company makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed in accordance with management’s general or specific authorization; (2) unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected; (3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Company’s management and board of directors; (4) transactions are recorded as necessary to maintain accountability for assets; and (5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June Except as disclosed in Schedule 4.6(b), since September 30, 20042003, neither the Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligationsobligations with its secured lenders, all of which relationships will be terminated in favor of the Purchaser simultaneously with the Closing) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries' products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30December 31, 20042003, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) The SEC Reports list all material agreements, understandings, instruments and contracts, whether written or oral, to which the Company or any of its CUSIP No. 00000X000 subsidiaries is a party or by which the Company or any of its subsidiaries or their respective assets and properties are bound. (b) There are no agreements, understandings or proposed transactions between the Company or any of its subsidiaries and any of their respective officers, directors, affiliates or any affiliate thereof, except as otherwise disclosed in the SEC Reports. (c) Except as otherwise disclosed in the SEC Reports, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs transactions or decrees Orders to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses arising from the purchase of “off the shelf” or other standard products); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s or any of its subsidiaries’ products or services; , (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights. (bd) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (ii) incurred any material indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 orliabilities, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any material loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; expenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business, except as otherwise disclosed in the SEC Reports. (ce) For the purposes of subsections (ac) and (bd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (f) All of the contracts, agreements and instruments set forth on the Disclosure Schedule pursuant to this Section 2.13 are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract, covenant, agreement or instrument by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and each of its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, covenant, agreement or instrument and neither the Company nor any of its subsidiaries have any present expectation or intention of not fully performing all such obligations. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, covenant, agreement or instrument. None of the Company nor any of its subsidiaries has knowledge of any breach or anticipated CUSIP No. 00000X000 breach by the other parties to any contract, covenant, agreement or instrument, except as otherwise disclosed in the SEC Reports. (g) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, covenant, agreement or instrument or subject to any restriction under its charter, bylaws or other organizational document that materially adversely affects its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is proposed to be conducted).

Agreements; Action. Except as expressly set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:Section 3.10 of the ORA Disclosure Letter, (a) There are no agreements, understandings or proposed transactions between the Acquired Corporation and any of its officers, directors and affiliates or any affiliate of such officers, directors and affiliates; (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Acquired Corporation is a party or to its knowledge by which it is otherwise bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company Acquired Corporation in excess of $200,000 (other than obligations of2,500, or payments to, the Company arising from purchase or sale agreements entered into in excess of $10,000 in the ordinary course of business)aggregate; or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); Acquired Corporation, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services; services of the Acquired Corporation, or (iv) indemnification by the Company Acquired Corporation with respect to infringements of any proprietary rights.rights or other Intellectual Property; (bc) Since June 30, 2004, the Company The Acquired Corporation has not: not (i) declared or paid any dividends, dividend 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 20,000 or in excess of $300,000 50,000 in the aggregate; , (iii) made any loans loan or advances advance to any person not in excess, individually or in the aggregate, of $200,000Person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.; (cd) The Acquired Corporation is not a party to or otherwise bound by any contract, agreement (written or oral), instrument or other commitment, or subject to any restriction under its Certificate or Incorporation or Bylaws, that would have, and could reasonably be anticipated to have, a Materially Adverse Effect on the Acquired Corporation; and (e) The Stockholder has provided NAC with true, complete and correct copies of the SBA Loan Documents (as hereinafter defined), the Citibank Loan Documents (as hereinafter defined), each Capital Lease (as hereinafter defined) and the Stockholder's Note, including all amendments, supplements and other modifications thereto or thereof, and except as set forth in the Stockholder's Note, all payments and other obligations due or owing from the Acquired Corporation to the Stockholder have been discharged and satisfied in full. For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons who or entities that the Company Acquired Corporation or the Stockholder has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries' products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June September 30, 20042003, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 200,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.ordinary

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.the

Agreements; Action. Except as set forth on the Disclosure Schedule 4.6 or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company it in excess of $200,000 50,000 (other than obligations of, or payments to, the Company it arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s its ’ products or services; or (iv) indemnification by the Company it with respect to infringements of proprietary rights. (bii) Since June 30March 31, 2004, 2007 (the Company “Balance Sheet Date”) it has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person Person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC. (v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed in accordance with management’s general or specific authorization; Security Agreement (2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected; (3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors; (4) transactions are recorded as necessary to maintain accountability for assets; and (5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except for agreements under the Related Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, stockholders or any affiliate of any of the foregoing. (b) Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company or a subsidiary in excess of $200,000 25,000, or (ii) the transfer or license of any Intellectual Property right to or from the Company or a subsidiary, or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's, or a subsidiary's, exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of Intellectual Property rights (other than indemnification obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or25,000, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excessperson, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company has reason nor any of its subsidiaries is a party to believe are affiliated therewithor is bound by any contract, agreement or instrument, or subject to any restriction under their Certificate of Incorporation or bylaws, which materially adversely affects their business as now conducted and as proposed to be conducted, their properties or their financial condition. (e) shall be aggregated for Neither the purpose Company nor any of meeting its subsidiaries have engaged in the past twelve (12) months in any discussion (i) with any representative of any company or firm regarding the consolidation or merger of the Company with or into any other entity, (ii) with any company or firm or any individual minimum dollar amounts regarding the sale, conveyance or disposition of such subsectionsall or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, recapitalization, restructuring, reorganization, liquidation, dissolution or winding up of the Company or, (iv) regarding the filing of a voluntary petition in bankruptcy.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and by the Investors' Rights Agreement and the Co-Sale Agreement, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates, or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase license of “off the shelf” or other standard productsCompany's software and products in the ordinary course of business); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (i) declared or paid any dividends, 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 200,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated in the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of, or payments toTwenty-Five Thousand Dollars ($25,000), the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); its subsidiaries or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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) except in connection with the transactions contemplated in this Agreement, incurred any indebtedness for money borrowed or incurred any other liabilities (other than ordinary course obligations) individually in excess of Twenty-Five Thousand Dollars ($200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000) or in excess of One Hundred Thousand Dollars ($300,000 100,000) in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For The Company has not engaged in the purposes past three (3) months in any discussion (i) with any representative of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be aggregated for disposed of or (iii) regarding any other form of liquidation, dissolution or winding up of the purpose of meeting the individual minimum dollar amounts of such subsectionsCompany.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There As of the Agreement Date, except for agreements contemplated hereby or otherwise related to the Transactions contemplated hereby, each of which have been disclosed to Parent, there are no agreements, understandingsunderstandings or transactions between the Company, instrumentson the one hand, contractsand any of its officers, proposed transactionsdirectors, judgmentsAffiliates, ordersor, writs to the Company’s Knowledge, any of their Affiliates, on the other hand. No Affiliate of the Company owns any interest in any asset used by the Company in the conduct of its business. For clarity, no disclosure will be required under this Section 2.11(a) with respect to any portfolio company of any venture capital, private equity or decrees angel investor in the Company. (b) Section 2.11(b) of the Disclosure Letter sets forth a complete and accurate list as of the Agreement Date of the following Contractual Obligations to which the Company is a party or to its knowledge by which it is bound which may involve: (each, a “Company Material Contract” and, collectively, the “Company Material Contracts”): (i) obligations any agreement (or group of related agreements between the Company and a single third party) under which the Company is obligated to pay, or to be paid, in excess of, $100,000; (ii) any In-Bound Licenses or Out-Bound Licenses; (iii) any agreement providing for the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness; (v) any agreement for the disposition of any material assets of the Company, excluding any agreement otherwise disclosed under a separate subsection of Section 2.11(b); (vi) any agreement for the acquisition of any operating business or the capital stock of any other Person, or the acquisition of any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof; (vii) any agreement (contingent or otherwise) ofto issue, sell or payments tootherwise distribute or to repurchase or otherwise acquire or retire any shares of the Company’s capital stock or any of its equity securities, other than as set forth in the Company’s Organizational Documents; (viii) any collaboration agreement relating to products, product candidates or inventions of the Company; (ix) any outstanding general or special powers of attorney granted to a third party by the Company; (x) any agreement pursuant to which a third party manages or provides services in connection with clinical trials of the Company’s products or product candidates; (xi) any agreement that (A) contains most favored customer or supplier/vendor pricing provisions or (B) grants any rights of first refusal, rights of first negotiation or similar rights to any Person with respect to any material assets of the Company; (xii) any agreement containing covenants of the Company in excess of $200,000 that prohibit (other than obligations or otherwise materially restrict or limit the ability of, or payments to, ) the Company arising from purchase (i) competing in any line of business or sale agreements entered into in the ordinary course of business); geographic or (ii) the transfer or license of therapeutic area, including any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions covenant materially restricting the development, manufacture or distribution of the Company’s products or services; services or (ivii) soliciting, hiring or engaging any person; (xiii) Any agreement with any Governmental Entity; or (xiv) (A) indemnification by the Company with respect to infringements of proprietary rights. rights and (bB) Since June 30, 2004, any other agreement providing for indemnification by the Company has not: (i) declared or paid of any dividendsPerson, 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 orthan, in the case of indebtedness and/or liabilities individually less than $200,000clause (B), in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory customary indemnification provisions entered into in the ordinary course of business. (c) For the purposes of subsections (a) and (b) aboveSection 2.11(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts Contractual Obligations and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated Affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (d) The Company has made available to Parent a complete and accurate copy of each Company Material Contract in effect as of the Agreement Date. All of the Material Contracts are in writing, in full force and effect, and are valid and binding and enforceable against the Company and, to the Company’s Knowledge, against the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and to general principles of equity. The Company is not, nor, to the Company’s Knowledge, is any other party to any Company Material Contract, in material violation of or in material default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would reasonably be expected to cause such a material violation of or default under) any Company Material Contract.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligations) individually in excess of $200,000 or, business or as disclosed in the case of indebtedness and/or liabilities individually less than $200,000Financial Statements), in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30March 31, 2004, the Company has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act FilingsSEC Reports: (a) 4.6.1 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or or, to its knowledge the Company's knowledge, by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property (as defined herein) to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or , (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) 4.6.2 Since June 30, 20042002, the Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) 4.6.3 For the purposes of subsections (a) 4.6.1 and (b) 4.6.2 above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.transactions

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 200,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby, by the Investors' Rights Agreement and the Co-Sale Agreement, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates, or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $200,000 (other than obligations of, or payments to$10,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (i) declared or paid any dividends, 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 10,000 or, in the case of indebtedness and/or liabilities individually less than $200,00010,000, in excess of $300,000 25,000 in the aggregate; , (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts mounts of such subsections. 5.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, members of their immediate families, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of15,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or Company, (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services; , or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series Series of its capital stock; , (ii) incurred any indebtedness for money borrowed or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or15,000 nor, in the case of indebtedness and/or liabilities individually less than $200,00015,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that, to its knowledge, adversely affects its business as now conducted and as proposed to be conducted in the future, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or , (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 10,000 or, in the case of indebtedness and/or liabilities individually less than $200,00010,000, in excess of $300,000 25,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Except as contemplated by this Agreement, the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries' products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30May 31, 2004, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30December 31st, 20042003, the Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); 50,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 which is currently outstanding for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has performed all material obligations required to be performed by it as of the date hereof under any material agreement to which the Company is a party or by which it is bound. There are no agreements not otherwise disclosed that could reasonably be expected to materially and adversely affect the Company. No party to any such material contract has notified the Company with a claim to the effect that the Company has failed to perform an obligation thereunder. To the knowledge of the Company, there is no plan, intention or indication of any contracting party to such material contract to cause the termination, cancellation or modification of such material contract or to reduce or otherwise change its activity thereunder so as to materially and adversely effect the benefits derived as expected to be derived therefrom by the Company. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. 2.10.1. Except as set forth on Schedule 4.6 for the agreements explicitly contemplated hereby, there are no agreements, understandings or as disclosed proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. 2.10.2. Other than purchase orders issued in any Exchange Act Filings: (a) There the ordinary course of business, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party (and to which Parent is not a party) or to its knowledge by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase license of “off the shelf” or other standard productsCompany's software and products in the ordinary course of business); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company Company, on terms that are not customary, with respect to infringements infringement of proprietary rights. (b) Since June 30, 2004, the 2.10.3. The Company has not: not (i) declared or paid any dividends, 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or50,000, in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) . For the purposes of subsections (aii) and (biii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock and except as set forth on the Schedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) Except as set forth on the Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); 25,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture manufacture, marketing, sale or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004the date of the Financial Statements, the Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Balance Sheet) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel and business expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business., (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Except as set forth on the Schedule of Exceptions, the Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There the Company's SEC Reports, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30, 2004Except as set forth in Schedule 4.6, the Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except for agreements expressly contemplated by this Agreement, there are no agreements, understandings, instrumentsor proposed transactions between the Company and any of its officers, contractsdirectors, proposed transactionsaffiliates, judgmentsor any affiliate thereof. (b) Except as contemplated by this Agreement or as listed on SCHEDULE 2.14 hereto, ordersthere are no agreements, writs understandings, instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve: (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) are material to the transfer conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company’s 's products or services; , or (iviii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rightsand any Person. (bc) Since June 30, 2004Except as listed on SCHEDULE 2.14 hereto, the Company has not: not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock; , (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 100,000 or, in the case of indebtedness and/or liabilities individually less than $200,000100,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or 200,000 in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iviii) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction which has a material adverse effect on the Company, or limits or restricts the ability of the Company to carry out its obligations under this Agreement. The Company is not in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party. (f) The contracts, agreements and instruments listed on SCHEDULE 2.14 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.

Agreements; Action. Except as set forth on Schedule 4.6 9(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s or any of its Subsidiaries’ products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30March 31, 20042006, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 9(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's common stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard productsproducts or entered into in the ordinary course of business); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; services or the Company's ability to solicit the Company's employees or otherwise restricting the Company's ability to do business in any geographic area, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and by the Investors' Rights Agreement and Co-Sale Agreement, there are no agreements, understandings or as disclosed in proposed transactions between: (i) the Company and any Exchange Act Filings:of its officers, directors, affiliates, or any affiliate thereof; or (ii) the Subsidiaries and any of their officers, directors, affiliates, or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which either the Company or the Subsidiaries is a party or to its knowledge by which it either is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or the Subsidiaries in excess of $200,000 (other than obligations of, or payments to$250,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from either the Company (other than licenses arising from or the purchase of “off the shelf” or other standard products); Subsidiaries or (iii) provisions restricting or affecting the development, manufacture manufacture, sale, marketing or distribution of the Company’s 's or the Subsidiaries' products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (bc) Since June 30, 2004, Neither the Company nor the Subsidiaries has not: (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 250,000 or, in the case of indebtedness and/or liabilities individually less than $200,000250,000, in excess of $300,000 1,000,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities either the Company or the Subsidiaries has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Neither the Company nor the Subsidiaries has engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company or the Subsidiaries with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or the Subsidiaries or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or the Subsidiaries would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company or the Subsidiaries. (f) Neither the Company nor the Subsidiaries is in material default under any agreement listed on the Schedule of Exceptions, nor has either the Company or the Subsidiaries received notice that any third party does not intend to renew or intends to terminate, any such agreement. To the knowledge of the Company, no third party is in material default under any agreement listed in the Schedule of Exceptions.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) Except as explicitly contemplated by the Transaction Documents, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of the Subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of the Subsidiaries in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from or any of the purchase of “off the shelf” or other standard products); Subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30, 2004, Neither the Company nor any of the Subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 50,000 or in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances to the Company's employees for travel business expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For Except as disclosed in Section 2.12 of the purposes Schedule of subsections (a) and (b) aboveExceptions or as set out in the Transaction Documents, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithnot entered into any binding letters of intent with any corporation, partnership, association, other business entity or any individual regarding (i) shall be aggregated for the purpose consolidation or merger of meeting the individual minimum dollar amounts Company with or into any such corporation or other business entity, (ii) the sale, conveyance or disposition of such subsectionsall or substantially all of the assets of the Company or a transaction or series of transactions in which more than 50% of the voting power of the company is disposed of, or (iii) any other form of acquisition, liquidation, dissolution or winding-up of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of15,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or Company, (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services; , or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights. (bc) Since June 30, 2004, the The Company has not: not (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 15,000 or, in the case of indebtedness and/or liabilities individually less than $200,00015,000, in excess of $300,000 50,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that, to its knowledge, adversely affects its business as now conducted and as proposed to be conducted in the future, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 3.6 or as disclosed in any Exchange Act Filings: (a) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or the Subsidiary is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June 30January 31, 20042005, neither the Company has notnor the 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:4.6: ------------------- (a) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (b) Since June 30, 2004, Neither the Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligationsobligations and indebtedness owing to the Purchaser) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person or entity not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary of the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (d) The Company makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets. The Company maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, the Company's principal executive and principal financial officers, and effected by the Company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"), including that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements are prevented or timely detected; (iii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and board of directors; (iv) transactions are recorded as necessary to maintain accountability for assets; and (v) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby, agreements between the Company and its employees and consultants with respect to the sale of the Company's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers or directors or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); , or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Financial Statements) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except for agreements explicitly contemplated hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:the Balance Sheet. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve: involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of U.S. $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary or intellectual property right to or from the Company (other than the license of the Company’s software and products in the ordinary course of business and other than licenses arising from by the purchase Company of “off the shelf” or other standard products); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (i) declared or paid any dividends, 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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Company Financial Statements (as defined below)) individually in excess of U.S. $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than U.S. $200,00050,000, in excess of U.S. $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Other than with Buyer, the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) Since June September 30, 20042003, the Company has not: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or 4 series of its capital stock; (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's common stock, there are no agreements, understandings or as disclosed in proposed transactions between the Company and any Exchange Act Filings:of its officers, directors, affiliates or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 25,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard productsproducts or entered into in the ordinary course of business); or , (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services; services or the Company's ability to solicit the Company's employees or otherwise restricting the Company's ability to do business in any geographic area, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 25,000 or, in the case of indebtedness and/or liabilities individually less than $200,00025,000, in excess of $300,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.in

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); , or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services; , or (iviii) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (b) Since June 30, 2004, the The Company has not: not (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 or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course obligationsof business or as disclosed in the Balance Sheet) individually in excess of $200,000 10,000 or, in the case of indebtedness and/or liabilities individually less than $200,00010,000, in excess of $300,000 25,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 12(f) or as disclosed in any Exchange Act Filings: (ai) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $200,000 50,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s or any of its Subsidiaries’ products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bii) Since June 30October 1, 2004, the neither Company has notnor any of its Subsidiaries 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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company's capital stock and the issuance of options to purchase shares of the Company's common stock, in each instance, approved by the Board of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); its subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30, 2004, Neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000 or in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations in which more than 50% of the voting power of the Company would be disposed of, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company. (e) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each such subsectionssubsection.

Agreements; Action. Except as set forth on Schedule SCHEDULE 4.6 or as disclosed in any Exchange Act FilingsSEC Reports: (a) 4.6.1 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or or, to its knowledge the Company's knowledge, by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property (as defined herein) to or from the Company (other than licenses arising from the purchase of “"off the shelf” " or other standard products); or , (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services; , or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) 4.6.2 Since June 30, 20042002, the Company has not: not (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 or any other liabilities (other than ordinary course obligations) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000100,000, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (c) 4.6.3 For the purposes of subsections (a) 4.6.1 and (b) 4.6.2 above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

Agreements; Action. (a) Except as set forth on Schedule 4.6 for agreements explicitly contemplated hereby and in the related agreements and agreements between the Corporation and its employees with respect to the sale of the Corporation's Common Stock, there are no agreements, understandings or as disclosed in proposed transactions between the Corporation and any Exchange Act Filings:of its officers or directors or any affiliate thereof. (ab) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation is a party or to its knowledge by which it is bound which that may involve: involve (i) obligations (contingent or otherwise) of, or payments to, the Company Corporation in excess of $200,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Corporation (other than licenses arising from the purchase of “"off the shelf” " or other standard products); , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Corporation's products or services; , or (iv) indemnification by the Company Corporation with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (bc) Since June 30, 2004, the Company The Corporation has not: not (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 or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course obligationsof business) individually in excess of $200,000 50,000 or, in the case of indebtedness and/or liabilities individually less than $200,00050,000, in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For the purposes of subsections (ab) and (bc) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Corporation has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Corporation is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that adversely affects its business as now conducted or as proposed to be conducted its properties or its financial condition. (f) The Corporation has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Corporation with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Corporation, or a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Corporation.

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (ai) There As of the date hereof, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i1) obligations (contingent or otherwise) of, or payments to, the Company or such Subsidiary in excess of $200,000 500,000 (other than obligations ofthe Transaction Documents and the Keyframe Note Documents), or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii2) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the Company (other than licenses arising from with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, (3) the purchase grant of “off the shelf” rights to manufacture, produce, assemble, license, market, or sell its products or services to any other standard products); Person, or (iii) provisions restricting the development, manufacture or distribution of that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services; , or (iv4) indemnification by the Company with respect to infringements establishment or operation of proprietary rightsany joint venture, partnership, joint development, strategic alliance or similar arrangement. (bii) Since June 30, 2004As of the date hereof, the Company has not: not (i1) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (ii2) except for Indebtedness permitted under Section 8(a), incurred any indebtedness for money borrowed or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 orindebtedness or liabilities that have already been fully satisfied), in the case of indebtedness and/or liabilities individually less than $200,000, in excess of $300,000 in the aggregate; (iii3) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000Person, other than ordinary advances for travel expenses; , or (iv4) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (ciii) For the purposes of subsections (ai) and (bii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection. (iv) As of the date on which this representation and warranty is made or deemed made, neither the Company nor any of its Subsidiaries is a guarantor or indemnitor of any Indebtedness of any other Person except to the extent permitted under Section 8(a).

Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings: (a) There Except as expressly disclosed in the Proxy, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except as reflected in the 10-Q for December 29, 1996, and except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve: that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $200,000 (25,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into orders in individual amounts of less than $100,000 received in the ordinary course of business); or , (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase or any of “off the shelf” or other standard products); its subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services; or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products. (bc) Since June 30Except as reflected in the 10-Q for December 29, 20041996, neither the Company nor any of its subsidiaries has not: (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 or incurred any other liabilities (other than ordinary course obligations) individually in excess of $200,000 or, in the case of indebtedness and/or liabilities individually less than $200,000, 25,000 or in excess of $300,000 100,000 in the aggregate; , (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $200,000person, other than ordinary advances for travel expenses; , or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (cd) For The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Organization or Bylaws, that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (e) The Company has not engaged in the purposes past six (6) months in any discussion (i) with any representative of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be aggregated for disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the purpose of meeting the individual minimum dollar amounts of such subsectionsCompany.