Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. At Closing (as hereinafter defined) subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records").

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms conditions set forth herein and conditions of this in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume and acquire from Seller all of the Assets, held by Seller. The "Assets" are the following, provided, however, that the Assets shall sell not include any Excluded Assets: A. All assets disclosed on the Final Closing Balance Sheet, except for the Real Property Assets (as defined in and to be conveyed pursuant to the Real Property Agreement); B. Any current assets, accounts receivable and notes receivable, and bank accounts, but excluding cash and cash equivalents; provided, however, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer shall purchase from receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties. C. All prepaid expenses, the right to refunds, buyins or deposits relating to utilities and infrastructure improvements, deposits or assets relating to performance bonds; D. All equipment, furniture, furnishings, inventory, machinery, software, supplies, tools, vehicles, and other personal property owned or leased by Seller; E. All rights and benefits in all (1) processes, all know-how, technical data, and other trade secrets; (2) sales forms and promotional and advertising materials; (3) copyrights, whether registered or substantially all of not, patents, trademarks, whether registered or not, and applications, registrations, and renewals with respect thereto; (4) customer, supplier and contractor lists; (5) software licensing and equipment rental agreements associated with computers or data processing; and (6) goodwill associated therewith. Additionally, Seller hereby grants to Buyer an exclusive perpetual license in Seller's assets utilized in right to use the operation names "Perma-Bilt Homes" and "Perma-Bilt," and all variations of Seller's Boulder Facility (the "Business"), free or derivations from such names and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permitslogos used in connection therewith; provided, however, Selling Parties' shall have the right to use the extent assignable, whether state, federal, county, municipal, or otherwise material name "Perma-Bilt" for corporate purposes for a period of up to 30 days after the operation Closing. The foregoing is hereinafter referred to as the "Asset Intellectual Property"; F. All of the Boulder Facilitybooks, leasesinstruments, equipment warrantiespapers, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Businesswhatever nature and wherever located, whether in written form or another storage medium, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising without limitation (subject to Section 12.1), 1) copies of pending sales orders, work in process accounting and all other documents associated with the Boulder Business financial records; (the "Company Records").2) property records and reports; (3) environmental records and reports;

Assets to be Purchased. At Closing (as hereinafter defined) subject Subject to the terms and conditions of set forth in this Agreement, Buyer hereby agrees to purchase from Seller shall sell and Seller hereby agrees to sell, assign and deliver to Buyer, and Buyer shall purchase from Sellerat Closing, except for the Excluded Assets (described below), all of the assets of Seller owned or substantially all used in connection with the Business, as the same may exist as of Seller's assets utilized in the operation date of Seller's Boulder Facility (the "Business")Closing, free and clear of all liensincluding, encumbrancesbut not limited to, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory")Fixed Assets; (b) all supplies, packaging materials, marketing and sales literature, consumable materials and other miscellaneous items of Seller's rightsimilar character of Seller on hand as of Closing relating to the Business, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets")wherever located; (c) all of Seller's rightwork in process, title unbilled services and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation other billable charges of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); andBusiness; (d) the Accounts Receivable; (e) all sales, manufacturing, supplier and customer lists and records, personnel and payroll records, accounting records, purchasing and sale records, and all other records of the Business (except Seller's corporate minute and stock books) and the other business records of Seller listed on attached Exhibit 1.1(e); (f) all product specifications, Patents and Data, Related Information, formulae, designs, copyright registrations and applications therefor, whether issued or pending, relating to the Business and all improvements, and other similar interests relating to the Business to which Seller has any right of ownership, use or otherwise; (g) all of Seller's right, title and interest in and to the general intangibles name "Intelligraphics, Inc.," and goodwill associated with "Intelligraphics International, Inc." or any other name, including any derivations or abbreviations of any name under which Seller is now doing or has done business in the operation past; (h) all of the Assets at Seller's Boulder Facilityright, including all telephone numbers used by Seller at title and interest in, to and under the Boulder FacilityCustomer Contracts and the Leases and those other contracts, access to certain books and records of Seller which pertain to the Boulder Facility Businesslicenses, including salespermits, customer lists and suppliers, paid invoices, repair purchase orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process service contracts and all other documents associated with agreements of the Boulder Business (the "Company Records").existing as of Closing, including without limitation, those listed on attached Exhibit 1.1

Assets to be Purchased. At Closing (as hereinafter defineda) Upon the terms and subject to the terms and conditions of this Agreement, Seller shall sell will sell, transfer, convey, assign and deliver to Buyerthe Purchaser, and Buyer shall purchase the Purchaser will purchase, from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles businesses, assets, properties, goodwill and goodwill associated with rights of Seller used in or arising out of the operation of the Assets at Seller's Boulder FacilityBusiness, including all telephone numbers used by Seller at of every nature, kind and description, tangible and intangible, real, personal or mixed, wheresoever located and whether or not carried or reflected on the Boulder Facility, access to certain books and records of Seller which pertain (collectively, the "Assets"). The Assets include, but are not limited to, all of Seller's right, title and interest in and to the Boulder Facility following: (i) personal property that is now owned or leased by Seller and used in the Business; (ii) franchises relating to the Business; (iii) Seller's corporate or entity names used in the Business and all derivatives or combinations thereof, including, without limitation, the "Geppeddo" trade name; (iv) logos, trademarks, trademark registrations and trademark applications or registrations thereof used in or relating to the Business, including salesthe goodwill associated therewith, customer lists and suppliersthe goodwill of the Business; (v) copyrights, paid invoicescopyright applications and copyright registrations, repair orderspatents and patent applications used in or relating to the Business; (vi) rights under or pursuant to licenses by or to Seller used in or relating to the Business; (vii) development and prototype hardware, employee records software, processes, formula, trade secrets, inventories and royalties, including all rights to xxx for past infringements used in or relating to the last three years, yellow page advertising Business; (subject to Section 12.1), copies of pending sales ordersviii) inventory (raw materials, work in process process, finished goods, accumulated costs of jobs and supplies) used in the Business; (ix) equipment, machinery, furniture, fixtures, motor vehicles and supplies used in or relating to the Business; (x) prepaid expenses relating to the Business; (xi) contracts and purchase orders relating to the Business; (xii) lists of customers of the Business, including those customers identified on Exhibit 1.1 (a) (xii) attached hereto; (xiii) lists of suppliers and all other documents associated with favorable business relationships, causes of action, judgments, claims and demands of whatever nature relating to the Boulder Business; (xiv) telephone, telefax and telex numbers and all listings in all telephone books and directories relating to the Business; (xv) all credit balances of or inuring to Seller under any state unemployment compensation plan or fund related to employees of the Business; (xvi) employment contracts, including all confidentiality, assignment of invention and non-competition agreements relating to the employees and consultants of the Business, except for those employment contracts specifically excluded herein; (xvii) obligations of the present and former officers and employees of the Business and of individuals and corporations of the Business; (xviii) rights under joint venture agreements or arrangements relating to the Business; (xix) files, papers and records relating to the Business and assets used in the Business; (xx) all web sites, URLs and domain names of Seller used in and relating to the Business, including without limitation the web sites listed in Disclosure Schedule 2.12; (xxi) the assets as reflected on the balance sheet of Seller dated as of June 30, 2001, attached hereto as Exhibit 1.1 (a) (xxi) (the "Company RecordsLatest Balance Sheet"), with only such dispositions of such assets reflected on the Latest Balance Sheet as will have occurred in the ordinary course of business between the date thereof and the Closing and which are permitted by the terms hereof; (xxii) cash, money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments of the Business; (xxiii) accounts receivables of the Business; and (xxiv) all of Seller's rights under that certain letter dated July 11, 2001 from Xxxxxx X. Xxxxxx (General Counsel, Xxxxxx-Xxxxx Galleries) to Xxxxxxx X. Xxxxxxxxx (it agreed and understood that neither Parent nor Purchaser assumes any Liability arising out of Xxxxxx-Xxxxx'x underlying infringement and other claims against the Seller or any of its customers arising out of the same). (b) Notwithstanding the foregoing, Seller will not sell, transfer, convey, assign or deliver to the Purchaser, and the Purchaser will not purchase from Seller, the following assets: (i) the consideration delivered to Seller pursuant to this Agreement for the Assets; (ii) the minute books (and any documents related to Seller's organization, corporate affairs or foreign qualification contained in such minute books), corporate seal and stock records of Seller; (iii) shares of the capital stock of Seller, including shares held by Seller as treasury shares; (iv) all documentation pertaining to any liability of Seller not assumed by the Purchaser; (v) all employment or severance agreements of management not hired by Parent or Purchaser; and (vi) the assets specifically described on Exhibit 1.1(b) hereto.

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms and conditions of set forth in this Agreement, Seller shall sell at the Closing, Sellers agree to sell, assign, transfer, deliver and convey to Buyer, and Buyer shall purchase from Selleragrees to purchase, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility following (collectively, the "Business"), free and clear of all liens, encumbrances, and charges (the "Purchased Assets"), which Assets shall include without limitation the following:): (a) all inventory ownedthe 12 mat supported jackup drilling rigs described on Schedule 2.1(a), used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at of which the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the CECIL FORBES is "Inventorycold-stacked"); (b) all of Seller's rightthe hull from the former xxx xxxxxxxxd jackup drilling rig, title LINN RICHARDSON, which has become a constructive total loss and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) no lxxxxx xxx xxx xrilling machinery or other equipment onboard or associated therewith (the "Fixed AssetsRichardson Hull", and, together with the mat supported jackup drillixx xxxx xxscribed in Section 2.1(a), collectively referred to herein as the "Rigs"); (c) all the stocks owned by Sellers or any of Seller's righttheir Affiliates described on Schedule 2.1(c) (collectively, title "Inventory"), as such Inventory may be reduced through consumption thereof, or increased through replacement thereof or addition thereto, in the ordinary course of the maintenance and interest operation of the Rigs through the Closing Date; (d) the following tangible and intangible assets used or held for use in connection with the ownership, maintenance and to any and all licenses and permitsoperation of the Rigs, to the extent assignableassignable by law and Sellers or their Affiliates have the right to assign and transfer such assets: (i) all records to be delivered to Buyer pursuant to Section 2.5; and (ii) the certificates, whether statelicenses, federalpermits, countyconsents, municipaloperating authorities, or otherwise material to orders, exemptions, franchises, approvals, registrations and other authorizations and applications therefor specifically associated with the maintenance and operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts a Rig and other commitments as may be assumed in writing by Buyer or as set forth listed on the attached Schedule 1(c2.1(d)(ii) hereto ("Permits"); and (de) the benefit and burden subsequent to the Closing Date of: (i) all drilling contracts and any amendments thereto for the employment of Seller's rightthe Rigs in effect on the Closing Date (the "Drilling Contracts"), title and interest including without limitation the Drilling Contracts identified on Schedule 2.1(e)(i) hereto in and effect on the Closing Date; and (ii) all other contracts to which Sellers or any of their Affiliates is a party relating to the general intangibles ownership, maintenance and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at Rigs in effect on the Boulder Facility, access to certain books Closing Date and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business described on Schedule 2.1(e)(ii) (the "Company RecordsOther Contracts").

Assets to be Purchased. At Closing (as hereinafter defineda) Upon the terms and subject to the terms and conditions of this Agreement, Seller shall sell will sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer shall purchase from Purchaser will purchase, at the Closing (hereinafter defined), all of the assets of Seller used primarily in the Business, of every nature, kind and description, tangible and intangible, real, personal or mixed, whether or not carried or reflected on the books and records of Seller, excepting only the Excluded Assets (as hereinafter defined). The assets to be sold to Purchaser are sometimes hereinafter referred to as the "Assets". The Assets shall include, without limitation, the following assets which relate primarily to the Business: (i) all or substantially all of Seller's assets utilized machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, vehicles, software and other tangible personal property owned by Seller and used exclusively in the operation of Seller's Boulder Facility the facility located at 1202 Metropolitan Avenue, Brxxxxxx, Xxx Xxxx (xxx "Xxxxxxxx Business") including, but not limited to, all such personal property identified on Exhibit 1.1 (i) (collectively, the "Personal Property"); (ii) all inventory of Seller wherever located, including raw materials, work-in process, goods in transit, which shall be reflected by purchase orders entered into in the normal course of business (the "BusinessGoods in Transit"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at and rights to consigned inventory (if any) which inventory will be specifically identified as of the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) Closing (the "Inventory"); (biii) all of Seller's right, title and interest in customer lists related primarily to the Business; (iv) all governmental and other permits, licenses, approvals, certificates of inspection, filings, franchises and other authorizations relating to those certain fixed assets that are described on the attached Schedule 1(b) operations of the Brooklyn Business (the "Fixed AssetsPermits and Licenses"); (cv) copies of all books, records, sales literature and other data of Seller relating to the Brooklyn Business, provided, however that Seller shall allow Purchaser access to all original books, records and data relating to the accounting, finances or corporate organization of the Business for four years after the Closing upon reasonable requests therefor; (vi) all accounts receivable of Seller as of the Closing (the "Accounts Receivable"); (vii) all claims, causes of action and rights of recovery (including, without limitation, under insurance policies) which relate to the Accounts Receivable; (viii) all rights of Seller to all trade names and marks of Seller, including, but not limited to the names identified on Exhibit 1.1(a)(viii) hereto, and any and all variations thereof and all marks related thereto; and (ix) telephone, facsimile and telex numbers, and all listings in all telephone books and directories for the Brooklyn Business; (x) any and all of Seller's rightgoodwill in and going concern value of the Business. Other than Assumed Liabilities (hereinafter defined), title all Assets will be sold, transferred, conveyed, assigned and delivered to Purchaser free and clear of all liens, charges, mortgages, pledges, encumbrances, or other security interests of any kind or nature, arising by operation of law or otherwise (collectively "Security Interests"), liabilities, obligations, rights of third parties (express or implied), restrictions, licenses, rights of reclamation, claims or interests of any kind or nature, including any "interest in property" as defined in Section 363 of the Bankruptcy Code. (b) Notwithstanding the foregoing, Seller will not sell, transfer, convey, assign or deliver to Purchaser, and Purchaser will not purchase from Seller, the following assets (the "Excluded Assets"): (i) the consideration delivered to Seller pursuant to this Agreement; (ii) the minute books (and any documents related to Seller's organization or foreign qualification contained in such minute books), corporate seal and all licenses and permitsstock records, other than those relating exclusively to the extent assignableBrooklyn Business; (iii) choses in action, whether stateshares of capital stock in and claims against Allpro Corporation, federalincluding all rebates and causes of action against Allpro Corporation; (iv) any claims, countycauses of action and choses in action of Seller including those arising under Sections 362, municipal510 and 540 through 550 of the Bankruptcy Code; (v) cash, or otherwise material money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments and intercompany indebtedness; (vi) any federal and state tax refunds due to Seller; (vii) all insurance policies, including all pre-paid insurance; (viii) all vehicles, other than those used exclusively in the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c)Brooklyn Business; and (dix) all machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, test equipment, tooling, boats, vehicles, software and other tangible personal property of Seller's rightSeller other than that which is exclusively used in the Brooklyn Business; and (x) any inventory consisting of pesticides which do not comply with applicable laws, title rules, regulations or ordinances. (c) Within five (5) days of the date of this Agreement, Purchaser shall designate those executory contracts and interest in and to the general intangibles and goodwill unexpired leases associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Brooklyn Business that Purchaser desires Seller at the Boulder Facility, access to certain books assume and records of Seller which pertain assign to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business Purchaser (the "Company RecordsDesignated Contracts"); provided that Purchaser may not designate any insurance contracts for assumption or assignment. Subject to obtaining the approval of the Bankruptcy Court, at Closing, Seller shall assume and/or assign to the Buyer all of the Designated Contracts. To permit the assumption and assignment of any of the Designated Contracts to Purchaser pursuant to this Agreement, Purchaser hereby agrees to (i) pay in cash at Closing (A) any associated cure amount required with respect to the Designated Contracts, and (B) any attorneys' fees and costs, interest and/or penalties allowed by the Bankruptcy Court with respect to the Designated Contracts, and (ii) to provide adequate assurance of future performance under the Bankruptcy Code with respect to such Designated Contracts.

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms and conditions of set forth in this Agreement, Seller shall sell sell, transfer, convey and assign to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrancesLiens (other than the Assumed Liabilities), and charges Buyer shall purchase and acquire from Seller, on the Closing Date, all right, title and interest in, to and under those certain assets, properties, rights and businesses of the Seller related in any way to the Business (the "other than Excluded Assets"), which Assets shall include without limitation whether tangible or intangible, known or unknown, fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement, in their respective locations (including equipment and tooling located at suppliers’ or vendors’ places of business) on the Closing Date (collectively, the “Purchased Assets”), including the following, in each case to the extent such asset is not an Excluded Asset under Section 2.2: (a) all inventory owned, used or held for use with respect to of Seller's right, title and interest in and to all machinery, equipment, tools, fixtures, leasehold improvements, furniture, computer hardware, equipment, materials and inventory on hand, inventory in transit, work-in-process with vendors or suppliers, all items of supplies and packaging and other tangible personal property wherever located related to the Business that is used by Seller in the conduct of the Business, including partsthe assets set forth on Schedule 2.1(a), materials(collectively, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"“Fixed Assets”); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described the Intellectual Property set forth on the attached Schedule 1(b2.1(b) (the "Fixed Assets"“Purchased Intellectual Property”); (c) all of Seller's Licenses relating to the Business; (d) all of Seller’s right, title and interest in and to: (A) all of Seller's promotional, sales and advertising material, artwork, films, layouts, catalogues, brochures, descriptions of products or services and package designs relating to the Business and (B) all of Seller's client lists, supplier lists and lists of past, present and qualified prospective customers relating to the Business; (e) Seller’s telephone numbers, facsimile numbers, domain names and websites set forth on Schedule 2.1(e); (f) true, complete and correct originals or photocopies of all books and records, including all employee lists, human resource files, all customer files, all customer lists, all customer histories, payment histories, receivables and payables accounts and ledgers and all other instruments and documents relating to the Business or the Purchased Assets being acquired by Buyer pursuant to this Agreement but excluding its corporate minutes and shareholder ledgers; (g) all Contracts related to the Business to which Seller is a party or by which any of the Purchased Assets are bound, including Contracts with customers of the Business, and all non-compete and confidentiality agreements including the Contracts set forth on Schedule 2.1(g) (collectively the “Assigned Contracts”); (h) all of Seller’s rights under all its real property leases relating to the Premises, a true, complete and correct list of which is set on Schedule 2.1(h); (i) all prepayments on behalf of Seller including all prepaid expenses, rights of offset, credits and deposits relating to the Business; (j) all rights of Seller under or pursuant to all warranties, representations and guaranties made by customers, contractors, manufacturers, suppliers or vendors relating to items included in the Purchased Assets, with the exception of those rights of Seller under or pursuant to any and all licenses and permits, warranties or guaranties furnished in connection with products resulting in claims constituting Excluded Liabilities; (k) to the extent assignablepermitted by applicable law, whether stateall of Seller's goodwill in connection with the Business, federalincluding all rights of Seller under any covenants not-to-compete, countyconfidentiality or non-solicitation agreements running to Seller, municipalincluding, or otherwise material but not limited to, all confidentiality agreements executed in connection with the current sale process involving the Business; (l) all of Seller's accounts receivable as of the Closing Date attributable to the operation of Business as determined using the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on Carve-Out Methodology applicable to accounts receivable (the attached Schedule 1(c“Acquired Receivables”); and (dm) all assets, properties, rights, claims and causes of Seller's right, title and interest in and action of Seller relating to the general intangibles and goodwill associated with the operation Business of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")any kind or nature that are not otherwise described above.

Assets to be Purchased. At Closing (as hereinafter defined) subject Subject to the terms and conditions provisions of this Agreement, Buyer agrees to purchase and Seller shall agrees to sell to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed all operating compression related assets of Seller existing as of the Closing Date (as hereinafter defined) that are described on necessary to continue the attached Schedule 1(b) Compression Business of Seller (the "Fixed Acquired Assets"). The Acquired Assets include the following: (a) The tangible fixed assets owned or leased by Seller described on Schedule 1(a), including the equipment, machinery, furniture, trucks, tractors, trailers, tools, dies, jigs and real estate; (b) The compression fleet assets owned or leased by Seller described on Schedule 1(b), including compressors utilized as Seller's rental fleet and all of Seller's Compression Business inventory. These assets shall include manufactured and purchased parts, work in process, supplies, packaging goods, inventory and back orders; (c) All leases of compressors by Seller and all leases of Seller's right, title and interest in and compressors (including leased compressors) to any and all licenses and permits, to the extent assignablethird parties, whether statesuch leases are written or verbal, federalincluding all rights to monthly rental and service revenue relating thereto and obligations for lease expenses associated therewith, countyall as described on Schedule 1(c); (d) All service only contracts for reciprocating compressors owned by Dominion Midwest Energy, municipalInc., or otherwise material to and monthly service revenue associated therewith as described on Schedule 1(d); (e) All service only contracts for rotary compressors owned by Dominion Midwest Energy, Inc., and monthly service revenue associated therewith as described on Schedule 1(e); (f) The intangible Compression Business assets owned by Seller, including but not limited to, the operation of current corporate name (Great Lakes Compression, Inc.), the Boulder Facilityassumed name variations associated with that corporate name and the patents, leases, equipment warranties, maintenance contractstrademarks, service contacts marks, trade names, copyrights and other commitments as may be assumed in writing by Buyer or applications, all as set forth on the attached Schedule 1(c1(f); and (dg) all Any other item of Seller's right, title and interest Seller necessary to ensure continuity in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder FacilityCompression Business by Buyer, including all telephone numbers used by Seller at the Boulder Facility, access but not limited to certain books back orders and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")orders under evaluation.

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms conditions set forth herein and conditions of this in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume and acquire from Seller all of the Assets, held by Seller. The "ASSETS" are the following, PROVIDED, HOWEVER, that the Assets shall sell not include any Excluded Assets: A. All assets disclosed on the Final Closing Balance Sheet, except for the Real Property Assets (as defined in and to be conveyed pursuant to the Real Property Agreement); B. Any current assets, accounts receivable and notes receivable, and bank accounts, but excluding cash and cash equivalents; PROVIDED, HOWEVER, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer shall purchase from receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties. C. All prepaid expenses, the right to refunds, buyins or deposits relating to utilities and infrastructure improvements, deposits or assets relating to performance bonds; D. All equipment, furniture, furnishings, inventory, machinery, software, supplies, tools, vehicles, and other personal property owned or leased by Seller; E. All rights and benefits in all (1) processes, all know-how, technical data, and other trade secrets; (2) sales forms and promotional and advertising materials; (3) copyrights, whether registered or substantially all of not, patents, trademarks, whether registered or not, and applications, registrations, and renewals with respect thereto; (4) customer, supplier and contractor lists; (5) software licensing and equipment rental agreements associated with computers or data processing; and (6) goodwill associated therewith. Additionally, Seller hereby grants to Buyer an exclusive perpetual license in Seller's assets utilized in right to use the operation names "Perma-Bilt Homes" and "Perma-Bilt," and all variations of Seller's Boulder Facility (the "Business"), free or derivations from such names and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permitslogos used in connection therewith; PROVIDED, HOWEVER, Selling Parties' shall have the right to use the extent assignable, whether state, federal, county, municipal, or otherwise material name "Perma-Bilt" for corporate purposes for a period of up to 30 days after the operation Closing. The foregoing is hereinafter referred to as the "ASSET INTELLECTUAL PROPERTY"; F. All of the Boulder Facilitybooks, leasesinstruments, equipment warrantiespapers, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Businesswhatever nature and wherever located, whether in written form or another storage medium, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising without limitation (subject to Section 12.1), 1) copies of pending sales orders, work in process accounting and all other documents associated with the Boulder Business financial records; (the "Company Records").2) property records and reports; (3) environmental records and reports;

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms and conditions of set forth in this Agreement, Seller shall sell to Buyersell, transfer, convey, and Buyer assign to the Acquisition Sub, and the Acquisition Sub shall purchase and acquire from Seller, at the Closing and as of the Closing Date, and all or substantially all the tangible and intangible assets of Seller's , except the Excluded Assets as provided in Section 2.2 of this Agreement, including the following assets utilized in of Seller (collectively, the operation of Seller's Boulder Facility (the "Business"“Purchased Assets”). The Purchased Assets include, free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation but are not limited to the following: (ai) The right, title, and interest of Seller in and to all inventory ownedmachinery, used or held for use with respect to Seller's Businessequipment, fixtures, leasehold improvements, furniture, and other personal property set forth on Schedule 2.1(i), attached hereto and made a part hereof, including partsall computer equipment used by Seller in the conduct of its business (collectively, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"“Fixed Assets”); (bii) all All of Seller's ’s right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's righttitle, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles following items if any: (A) all Seller’s common law state and goodwill associated federal trademarks, service marks, trade names, trade logos and trade styles, all of which are listed on Schedule 2.1(ii)(A), attached hereto and made a part hereof, (B) all Seller’s rights in any pending applications for registration or existing registrations on the Principal or Supplemental Register of the United States Patent and Trademark Office of any of Seller’s marks or names, (C) all Seller’s rights in any pending applications for registration of any of Seller’s marks or names in any state or foreign country, (D) all Seller’s rights in any pending applications for patent and all Seller’s issued patents in the United States or any foreign country including any continuations or continuations-in-part of the applications for patent or improvements thereto, (E) all Seller’s common law and statutory copyrights and registrations in the United States or any foreign country, (F) all Seller’s licenses, (G) all Seller’s inventions, (H) all Seller’s trade secrets, (I) all computer software used in connection with the Business, including source codes for current or former versions of software owned by Seller, a subsidiary of Seller or any party listed in Schedule 5.25 that may be used for the operation of Seller’s business, and third party computer software licensed by Seller, (J) all technical and business confidential or proprietary information including but not limited to discoveries, know-how, and other business or technical confidential information that are used by Seller or in connection with or related to the Assets at Business or that provide Seller with a commercial advantage over any or all of its competitors, (K) all promotional, sales and advertising material, artwork, films, layouts, catalogues, brochures, descriptions of products or services, and package designs, (L) all client lists, customer lists, supplier lists, and prospect lists, (M) the telephone, facsimile, and data numbers listed on Schedule 2.1(ii) (M), attached hereto and made a part hereof, (N) the right to the name Computility, Inc., Harvest Services Inc., Harvest Systems LLC, and any other trade names currently or previously used by Seller in connection with the Business, and (O) all goodwill related to any of the foregoing (collectively, the “Intellectual Property”); (iii) All of Seller's Boulder Facility’s books and records, including all telephone numbers used employee lists, all market and industry analyses, business development materials, all applicant data bases, all files, copies of all books of accounts and ledgers, and all other instruments and documents relating to the assets and Business being acquired by the Buyer pursuant to this Agreement (collectively, the “Customer Material”) but excluding Seller’s corporate records; (iv) All of Seller’s rights under the leases and rental agreements, all of which are set forth on Schedule 4.1(ii), attached hereto and made a part hereof; (v) Except as described in Section 4.2(iii) hereof, all of Seller’s customer contracts, open quotes, agreements, purchase orders and the like, all of which are set forth on Schedule 2.1(v), attached hereto and made a part hereof, which Schedule also sets forth the total amounts due under such listed contracts as of August 31, 2005; (vi) Except as described in Section 4.2(iii) hereof, all of Seller’s accounts and trade receivables (including but not limited to those accounts receivables set forth on Schedule 5.4), all unperformed commitments and obligations owing to Seller, and all other instruments, contracts, and agreements of Seller; (vii) The “Factor Provider Contracts” listed on Schedule 2.1(vii), attached hereto and made a part hereof, pursuant to which Seller at assigned the Boulder Facilityamounts due and payable under the indicated Services Agreements to Bankers Leasing Company and NCMIC (jointly referred to herein as “Factor Providers”), access which Schedule also sets forth the total amounts due under the Factor Provider Contracts to certain books the Factor Providers as of August 31, 2005 (all of the items list in Sections 2.1(iv), (v), (vi) and records (vii) shall be referred to collectively as the “Contracts”); (viii) All prepayments on behalf of Seller including all prepaid payroll, insurance premiums, and other statutory taxes, all of which pertain are set forth on Schedule 2.1(viii), attached hereto and made a part hereof; (ix) All security deposits owed to Seller, all of which are set forth on Schedule 2.1(ix), attached hereto and made a part hereof, (x) All amounts received by Factor Providers and not yet remitted to Seller related to collection by Factor Providers from the Seller’s customers, as set forth on Schedule 2.1 (x), attached hereto and made a part hereof. (xi) All intangible property rights and proprietary information of Seller relating to Seller’s operation of the Business being acquired by the Buyer and Acquisition Sub pursuant to this Agreement (collectively, the “Proprietary Information”); (xii) All rights of Seller under or pursuant to all warranties, representations, and guaranties made by suppliers or vendors in connection with products or services furnished to the Boulder Facility Seller, or otherwise pertaining to the Business or affecting the Purchased Assets; (xiii) All Seller’s goodwill in connection with the Business, including salesall rights of Seller under any covenants not-to-compete, confidentiality or non-solicitation agreements running to Seller, and any customer lists communications or documents; (xiv) Any ACH Payments as defined and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to set forth in Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records"2.2(i).

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing Seller shall sell sell, transfer, convey, and assign to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liensLiens, encumbrancesexcept for Permitted Liens, and charges Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under all of the assets, properties, and rights of Seller other than the Excluded Assets (the "Assets"as defined below), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”). The Purchased Assets shall include include, without limitation limitation, the following: (a) all inventory owned, used accounts receivable and notes receivable (including all trade accounts receivable and other rights to payment from customers) and the full benefit of all security for such accounts or held for use with respect rights to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory")payment; (b) all of Seller's ’s right, title title, and interest in and to those certain fixed assets that are described on all computers, telephone systems, equipment (including office equipment), fixtures, leasehold improvements, furniture, furnishings, supplies, goods, signage, and all other tangible personal property used by Seller in the attached Schedule 1(b) conduct of the Business (collectively, the "“Fixed Assets"”); (c) all of the Intellectual Property Assets; (d) all books and records, including all employee lists, customer data and records, supplier and candidate lists, customer purchasing histories, price lists, field staff data and records, employee data and records, customer complaints and inquiry files, and promotional or marketing materials, all databases, accounts and ledgers, and all other instruments and documents relating to the Business and/or the Purchased Assets being acquired by Buyer pursuant to this Agreement (but excluding Seller's right, title ’s minutes and interest in and to any and ledgers); (e) all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material of Seller’s contracts related to the operation of the Boulder FacilityBusiness, leasesincluding contracts with customers of the Business and contracts by which Seller or any of the Purchased Assets may be bound (collectively the “Assigned Contracts”); (f) all rights of Seller to refunds, equipment credits, and prepayments, including all prepaid expenses, deposits, prepaid payroll, and other statutory taxes; (g) all rights of Seller under or pursuant to all warranties, maintenance contractsrepresentations, service contacts and guaranties made by suppliers or vendors in connection with products or services furnished to Seller, or otherwise pertaining to the Business or affecting the Purchased Assets; (h) all claims, insurance claims, causes of action, choses in action, rights of recovery, rights of set off, counterclaims and rights of recoupment to the extent related to the Purchased Assets or Assumed Liabilities, including for past, present, or future damages for the breach, infringement, or misappropriation of any Purchased Assets; (i) all permits, licenses, franchises, orders, registrations, certificates, variances, qualifications, certificates, contractual rights, consents, and other commitments as may be assumed in writing authorizations, approvals, or similar rights (and any applications for the same) which are held by Buyer Seller and required for, or as used in, the conduct of the Business or for the ownership and use of the Purchased Assets, including the permits set forth on Schedule 5.7, to the attached Schedule 1(c)extent transferrable by Seller to Buyer; and (dj) all of Seller's right, title and interest ’s goodwill in and to the general intangibles and goodwill associated connection with the operation of the Assets at Seller's Boulder FacilityBusiness, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records rights of Seller which pertain under any covenants not-to-compete, confidentiality, or non-solicitation agreements running to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies benefit of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")Seller.

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms conditions set forth herein, and conditions in reliance on the respective representations and warranties of this Agreementthe parties, at the Closing, Seller shall sell sell, convey, assign, transfer, and deliver to the Buyer, and the Buyer shall purchase and acquire from Seller, Seller all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described Seller's Business on the attached Schedule 1(b) Closing Date the following (collectively, the "Fixed Acquired Assets"): (a) All of the assets reflected on the Closing Balance Sheet of Seller and all assets subsequently acquired, except for the Excluded Assets reflected thereon and those assets disposed of in the ordinary course of business consistent with the past practices and this Agreement. Schedule 2.1(a) sets forth a list of assets as of the March 31, 1997 Balance Sheet ("March 1997 Balance Sheet");. (b) All real property, including (i) all land and buildings, fixtures, and improvements located thereon or attached thereto, (ii) all lots under development and finished lots, and all houses under development, completed homes, and model homes as of the Closing Date, and (iii) easements, franchises, licenses, permits, and rights-of-way appurtenant to or otherwise benefiting, and all development rights, mineral rights, water rights, utility capacity reservations, and other rights and appurtenances affecting or pertaining to, the foregoing (collectively, "Real Property"). Schedule 2.1(b) sets forth a listing and description of these assets. (c) All rights and benefits of Seller or any affiliate of Seller for its benefit under all contracts and option agreements for the purchase of Seller's rightlots or land for development ("Land Contracts"), title a list and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as description which is set forth on the attached Schedule 1(c2.1(c); and. (d) All rights and benefits of Seller in all other written and oral agreements, arrangements, contracts, commitments and leases listed and described on Schedule 2.1(d) hereto, and all agreements, arrangements, commitments, contracts, leases, that Seller enters into after the date hereof in the ordinary course of business consistent with past practices and this Agreement (the "Acquired Contracts"). (e) All equipment, furniture, furnishings, inventory, machinery, software, supplies, tools, vehicles, and other personal property used in connection with the Business as set forth in Schedule 2.1(e). (f) All rights and benefits of Seller in (i) all architectural, building, and engineering designs, drawings, specifications, and plans, (ii) all processes, know-how, technical data, and other trade secrets (the "Trade Secrets"), (iii) all sales forms and 8 promotional and advertising materials, (iv) all copyrights, patents, trademarks, and applications, registrations, and renewals with respect thereto, a list and description of which is set forth on Schedule 2.1(f) hereto, and the name "Legacy Homes", and all variations of or derivations from such name and any and all logos used in connection therewith (collectively, the "Intellectual Property"), and (v) all other proprietary information or rights of Seller. The rights and benefits transferred shall also include all goodwill associated therewith. (g) To the extent transferable, all approvals, authorizations, certificates, consents, franchises, licenses, permits, rights, variances, and waivers acquired or used in connection with the Business, and all agreements with governmental and other authorities in the nature thereof, a list and description of which is set forth on Schedule 2.1(g). (h) All of Seller's rightprepaid expenses and all accounts and notes receivable and other receivables of Seller. (i) All rights and benefits of Seller under any manufacturer's, title subcontractor's, supplier's, merchant's, repairmen's, or other third-party warranties, guarantees, and interest in and service or replacement programs relating to any Acquired Asset or the general intangibles and goodwill associated with the operation Business. (j) All of the Assets at Seller's Boulder Facilitybooks, including all telephone numbers used by Seller at the Boulder Facilityinstruments, access to certain books papers, and records of Seller which pertain whatever nature and wherever located that relate to the Boulder Facility Business, whether in written form or another storage medium, including without limitation (i) accounting and financial records, (ii) property records and reports, (iii) customer, subcontractor, and supplier lists, (iv) environmental records and reports, (v) personnel and labor relations records, and (vi) property, sales, customer lists or transfer tax records and suppliersreturns, paid invoicesprovided that such books, repair ordersinstruments, employee papers, and records for shall exclude any documents relating exclusively to the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")Excluded Assets.

Assets to be Purchased. At Closing (as hereinafter defined) Upon the terms and subject to the terms and conditions of this Agreement, except for the Excluded Assets (as defined in Section 1.2), the Seller shall sell will sell, transfer, convey, assign and deliver to Buyerthe Purchaser, and Buyer shall the Purchaser will purchase from the Seller, all or substantially at the Closing, all of Seller's assets utilized the businesses, assets, properties, goodwill and rights of the Seller used or useful in the operation of the Business, as a going concern, of every nature, kind and description, tangible and intangible, real, personal or mixed, wherever located and whether or not carried or reflected on the books and records of the Seller's Boulder Facility , including, without limitation, the following (collectively, the "Business"), free and clear of all liens, encumbrances, and charges (the "“Assets"), which Assets shall include without limitation the following:”): (a) all inventory ownedfurniture, fixtures, equipment, supplies, machinery, leasehold improvements and other tangible personal property used or held for use with respect to Seller's in the Business, including partswhether owned or leased by the Seller or in which the Seller has any right or interest, materials, packaging, works together with any additions thereto and deletions therefrom as may have occurred in progress and finished goods located at Seller's Boulder Facility at the close ordinary course of business on prior to the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory")Closing Date; (b) all of prepaid expenses, advance payments and deposits on leases, contracts and other agreements, including without limitation all Assumed Contracts, paid by the Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's rightIntellectual Property Rights (as defined in Section 2.11) used in the Business including all rights to xxx for, title and interest remedies against, past, present and future infringements or misappropriations thereof; (d) the Assumed Contracts (as defined in Section 1.3) listed on Exhibit 1.3 hereto; (e) the Real Property Leases (as defined in Section 2.10); (f) contracts and purchase orders relating to any the Business, and all licenses customers of the Business; (g) lists of suppliers and permitsall favorable business relationships, causes of action, judgments, claims and demands of whatever nature relating to the extent assignable, whether state, federal, county, municipal, or otherwise material Business; (h) telephone and facsimile numbers and all listings in all telephone books and directories relating to the operation Business; (i) all credit balances of or inuring to the Seller under any state unemployment compensation plan or fund related to employees of the Boulder Facility, leases, equipment warranties, maintenance Business; (j) employment contracts, service contacts including all confidentiality, assignment of invention and non-competition agreements relating to the employees and consultants of the Business, except for those employment contracts specifically excluded herein; (k) obligations of the present and former officers and employees of the Business and of individuals and corporations of the Business; (l) files, papers and records relating to the Business and assets used in the Business; (m) the assets, other commitments as may be assumed in writing by Buyer or as set forth than the Excluded Assets, reflected on the balance sheet of the Business dated as of February 15, 2006, attached Schedule 1(chereto as Exhibit 1.1(m) (the “Latest Balance Sheet”), with only such dispositions of such assets reflected on the Latest Balance Sheet as will have occurred in the ordinary course of the Business between the date thereof and the Closing and which are permitted by the terms hereof; (n) all goodwill arising out of or associated with the Business; and (do) all of Seller's right, title ’s rights and interest in that certain Technology Development and Marketing Agreement dated July 31, 2004, by and between the Seller and the Korean corporation party thereto (“Licensor”), pursuant to which (i) Licensor and Seller agreed to collaborate on the development of certain technology (the “Technology”) for use in certain products of Seller (the “Seller Products”), (ii) Licensor agreed not to compete with Seller in Australia, North America, and South America (the “Territory”)with respect to marketing Seller Products that include the Technology, (iii) Licensor granted Seller exclusive marketing rights in the Territory with respect to the general intangibles Seller Products that include the Technology, and goodwill associated with (iv) Licensor granted Seller an option to Purchase the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")Technology.

Assets to be Purchased. At On the Closing Date (as hereinafter defined) subject to the terms and conditions of this Agreement), Seller shall sell agrees to sell, transfer, assign, and deliver to Buyer, and Buyer shall agrees to purchase and accept from Seller, all or substantially all of Seller's assets utilized in subject to and upon the operation of Seller's Boulder Facility (the "Business")terms and conditions contained herein, free and clear of all liensany pledge, encumbranceslien, and charges (the "Assets")option, which Assets shall include without limitation the following:security interest, mortgage, claim, charge or other encumbrance of any kind (a) All right, title and interest of Seller in and to all inventory owned, used or held for use with respect to of Seller's Businessinventory, wherever located, including partsraw material, materialswork in process, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory")goods; (b) all All of Seller's accounts, accounts receivable, trade receivables and notes receivable; (c) All of Seller's real property, wherever situated including land and buildings, improvements, fixtures thereon, easements, rights-of-way, and other appurtenant rights thereto (such as appurtenant rights in and to public streets); (d) All of Seller's machinery, equipment, furniture, and supplies; (e) All right, title and interest of Seller in and to all prepaid rentals and other prepaid expenses, bonds and deposits (including those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"for health insurance); (cf) All vehicles owned by Seller; (g) All jigs, dies, tooling, drawings, blueprints, schematics, and similar property owned by Seller, including those fabricated by third parties on behalf of Seller and in the possession of those third parties as of the Closing; (h) All business records including all drawings, bills of materials and lists, vendor agreements and lists, credit files, sales records, warranty records, inventory records, product literature and marketing studies; (i) All licenses, permits, trade names, trademarks, patents, and other intellectual property used in connection with the Business of Seller's , if any, including without limitation: 1) All goodwill associated therewith; 2) All right, title and interest in and to any and all licenses and permitstitle, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles names "SMC" and goodwill "Schwartz"; and 3) All right, title and interxxx xx and to the domain name "www.smc/schwartz.com." (j) Life insurance policies listed on XXXXXXXX 0(J) attached hereto and incorporated herein; (k) All other books and records associated with the operation Business of Seller (but excluding Seller's corporate minute books and related corporate records of which Buyer shall be entitled to retain photocopies); (l) To the extent assignable, all rights of Seller under any contracts, leases or other agreements listed on SCHEDULE 1(L) attached hereto and incorporated herein, including but not limited to, that one certain Lease Agreement with Diane E. Wood, regarding property located at 100 Xxxx Xxxxxx South, Lester Prairie, Minnesotx, xxx xxxx xxx xxxxxxx Xxxxx Agreement with J & J Land Co., L.L.C., regarding property located at 2821 West 6th Street, Sioux Falls, South Dakota (xxx "Xxxxxx") ; xxx (x) Xxx xxxxxxxx, xxxxxxxxxxx xnd supplier files and mailing lists of the Seller. All of the assets referenced above and being purchased under this Agreement are collectively referred to herein as the "Assets." The Assets at Seller's Boulder Facilitywill not include, including all telephone numbers used by Seller at the Boulder Facilityand Buyer is not purchasing, access to certain books those specified assets which are listed on SCHEDULE 1(M) attached hereto and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business incorporated herein (the "Company RecordsRetained Assets"), and which Buyer agrees Seller may retain or distribute to its shareholders.

Assets to be Purchased. At Closing (as hereinafter defineda) Upon the terms and subject to the terms and conditions of this Agreement, Seller shall sell will sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer shall purchase from Purchaser will purchase, at the Closing (hereinafter defined), all of the assets of Seller used primarily in the Business, of every nature, kind and description, tangible and intangible, real, personal or mixed, whether or not carried or reflected on the books and records of Seller, excepting only the Excluded Assets (as hereinafter defined). The assets to be sold to Purchaser are sometimes hereinafter referred to as the "Assets". The Assets shall include, without limitation, the following assets which relate primarily to the Business: (i) all or substantially all of Seller's assets utilized machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, vehicles, software and other tangible personal property owned by Seller and used exclusively in the operation of Seller's Boulder Facility the facility located at 1202 Metropolitan Avenue, Brooklyn, New York (the "BusinessBrooklyn Xxxxxxxx") xxxxxxxxx, xxx xxx limited to, all such personal property identified on Exhibit 1.1 (i) (collectively, the "Personal Property"); (ii) all inventory of Seller wherever located, including raw materials, work-in process, goods in transit, which shall be reflected by purchase orders entered into in the normal course of business (the "Goods in Transit"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at and rights to consigned inventory (if any) which inventory will be specifically identified as of the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) Closing (the "Inventory"); (biii) all of Seller's right, title and interest in customer lists related primarily to the Business; (iv) all governmental and other permits, licenses, approvals, certificates of inspection, filings, franchises and other authorizations relating to those certain fixed assets that are described on the attached Schedule 1(b) operations of the Brooklyn Business (the "Fixed AssetsPermits and Licenses"); (cv) copies of all books, records, sales literature and other data of Seller relating to the Brooklyn Business, provided, however that Seller shall allow Purchaser access to all original books, records and data relating to the accounting, finances or corporate organization of the Business for four years after the Closing upon reasonable requests therefor; (vi) all accounts receivable of Seller as of the Closing (the "Accounts Receivable"); (vii) all claims, causes of action and rights of recovery (including, without limitation, under insurance policies) which relate to the Accounts Receivable; (viii) all rights of Seller to all trade names and marks of Seller, including, but not limited to the names identified on Exhibit 1.1(a)(viii) hereto, and any and all variations thereof and all marks related thereto; and (ix) telephone, facsimile and telex numbers, and all listings in all telephone books and directories for the Brooklyn Business; (x) any and all of Seller's rightgoodwill in and going concern value of the Business. Other than Assumed Liabilities (hereinafter defined), title all Assets will be sold, transferred, conveyed, assigned and delivered to Purchaser free and clear of all liens, charges, mortgages, pledges, encumbrances, or other security interests of any kind or nature, arising by operation of law or otherwise (collectively "Security Interests"), liabilities, obligations, rights of third parties (express or implied), restrictions, licenses, rights of reclamation, claims or interests of any kind or nature, including any "interest in property" as defined in Section 363 of the Bankruptcy Code. (b) Notwithstanding the foregoing, Seller will not sell, transfer, convey, assign or deliver to Purchaser, and Purchaser will not purchase from Seller, the following assets (the "Excluded Assets"): (i) the consideration delivered to Seller pursuant to this Agreement; (ii) the minute books (and any documents related to Seller's organization or foreign qualification contained in such minute books), corporate seal and all licenses and permitsstock records, other than those relating exclusively to the extent assignableBrooklyn Business; (iii) choses in action, whether stateshares of capital stock in and claims against Allpro Corporation, federalincluding all rebates and causes of action against Allpro Corporation; (iv) any claims, countycauses of action and choses in action of Seller including those arising under Sections 362, municipal510 and 540 through 550 of the Bankruptcy Code; (v) cash, or otherwise material money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments and intercompany indebtedness; (vi) any federal and state tax refunds due to Seller; (vii) all insurance policies, including all pre-paid insurance; (viii) all vehicles, other than those used exclusively in the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c)Brooklyn Business; and (dix) all machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, test equipment, tooling, boats, vehicles, software and other tangible personal property of Seller's rightSeller other than that which is exclusively used in the Brooklyn Business; and (x) any inventory consisting of pesticides which do not comply with applicable laws, title rules, regulations or ordinances. (c) Within five (5) days of the date of this Agreement, Purchaser shall designate those executory contracts and interest in and to the general intangibles and goodwill unexpired leases associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Brooklyn Business that Purchaser desires Seller at the Boulder Facility, access to certain books assume and records of Seller which pertain assign to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business Purchaser (the "Company RecordsDesignated Contracts"); provided that Purchaser may not designate any insurance contracts for assumption or assignment. Subject to obtaining the approval of the Bankruptcy Court, at Closing, Seller shall assume and/or assign to the Buyer all of the Designated Contracts. To permit the assumption and assignment of any of the Designated Contracts to Purchaser pursuant to this Agreement, Purchaser hereby agrees to (i) pay in cash at Closing (A) any associated cure amount required with respect to the Designated Contracts, and (B) any attorneys' fees and costs, interest and/or penalties allowed by the Bankruptcy Court with respect to the Designated Contracts, and (ii) to provide adequate assurance of future performance under the Bankruptcy Code with respect to such Designated Contracts.

Assets to be Purchased. At On the Closing (as hereinafter defined) Date and subject to the terms and conditions of this Agreement, Seller shall sell sell, convey, transfer, assign, set over and deliver to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) Purchaser all of Seller's right, title and interest in and to the general intangibles following assets of the Business (collectively, the ‘‘Purchased Assets’’): 2.1 the transportation contracts and charter contracts listed on Exhibit A and such other transportation and charter contracts or arrangements entered into by Seller in the ordinary course of the Business (collectively, the ‘‘Transportation Contracts’’); 2.2 the miscellaneous contracts listed on Exhibit B (collectively, the ‘‘Miscellaneous Contracts’’); 2.3 all outstanding deposits, prepayments, and any other sums previously paid by Seller in connection with the Purchased Assets with respect to periods after the Closing Date, that are listed on Exhibit C; 2.4 any guarantees, letters of credit and related security and documentation under the Transportation Contracts and Miscellaneous Contracts that are listed on Exhibit D; 2.5 any state charter permits, licenses, and other permits and licenses listed on Exhibit E and any and all other transferable permits and licenses used in the Business prior to the Closing Date (collectively, the ‘‘Permits’’); 2.6 the buses, vans and other revenue-generating vehicles owned by Seller which are identified on Exhibit F (the ‘‘Vehicles’’), and all parts and components thereof, together with all warranties and indemnities of manufacturers or vendors of the Vehicles or parts or components thereof; 2.7 the office furniture and equipment (including business related telephones and any other communications equipment), shop equipment, inventory, automobiles, service vehicles and all other miscellaneous assets related to the Business, together with all warranties and indemnities of manufacturers or vendors of such assets or parts or components thereof; 2.8 all registered and unregistered trademarks, service marks, trade dress, brands, logos, symbols, emblems, slogans, trade names and corporate names, registered and unregistered copyrights, Table of Contents proprietary information, know-how, computer software and related documentation or similar licenses and trade secrets, and all goodwill associated with therewith, used in the Business, including the items listed and described on Exhibit G, but excluding the trade name ‘‘Atlantic Express’’, the service xxxx ‘‘AE’’ and any other similar trade name, trademark or service xxxx (the ‘‘Intellectual Property’’); 2.9 all personnel records of employees of Seller who become employed by Purchaser, customer lists, mailing lists and all accounting sales, pricing, asset maintenance/repair and other data, files, records and reports relating to the Purchased Assets, Business or liabilities assumed by Purchaser under this Agreement, but excluding tax returns, records concerning accounts receivables and any consolidated financial statements of Shareholder; 2.10 all data and records relating to maintenance of vehicles, payroll and operation of the Assets at Business as may be needed by Purchaser to operate the Business following the Closing, including but not limited to all such data and records contained within any of Seller's Boulder Facility, including or Shareholder's software and/or computer hardware (whether or not listed on Exhibit G); and 2.11 all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain (to the Boulder Facility extent assignable) that Seller uses in the conduct of the Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records").

Assets to be Purchased. At On the Closing Date (as hereinafter defined) subject to the terms and conditions of this Agreementsuch term is defined in Article X), Seller shall sell sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business")Purchaser, free and clear of all liens, encumbrancesliens and debt, and charges (the "Assets")Purchaser shall purchase, which Assets shall include without limitation the following: (a) all inventory ownedaccept and acquire from Seller, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's ’s right, title and interest in and to the general intangibles following assets owned by Seller as they relate to Pharmalicensing, Global Licensing, Pharma Transfer and goodwill associated with Knowledge Express ( Collectively “Divisions”), other than the Excluded Assets (as defined in Section 1.02) (collectively, “Asset(s)”), Seller states that no financing statement under the UCC or similar law naming the Seller as Debtor has been filed nor is Seller bound by any agreement or arrangement authorizing any party to file same (a) all Computer software (including object and source code, in machine readable and listing form) and all documentation (including system and software documentation, documentation made available to customers, and training materials), flowcharts, source code notes, software tools, compilers, test routines, and other information and materials, in whatever form, related thereto; and all revisions, release levels, and versions thereof including, but not limited to, those listed on Schedule 1.01(a) (collectively, the “Software”), relating to the Assets of the operation of the business of the Divisions of the Divisions being acquired. (b) all names relating to the Assets at Seller's Boulder Facilityof the operation of the business of the Divisions of the Divisions being acquired( including but not limited to “Knowledge Express Data Systems”, including Pharmalicensing, Medical Device Licensing, Tekscout , PL Intelligence, Pharma Transfer, Biopharma Reports Store ,and Global Technology Licensing), all telephone and data communication line numbers used and addresses, patents, patent applications, inventions, marks, formulas (patented and unpatented), symbols, trade names, trademarks, service marks, trade secrets, domain name registrations, websites, technical know-how, developments, customer lists, methods, operations, copyrights, copyright applications, logos, franchises, process instructions, permits, licenses and sublicenses (and agreements in respect thereof or applications therefore), patent, trademark and copyright prosecution histories, laboratory notebooks and all other proprietary rights, documents, information and records including, but not limited to, all filings, registrations or issuances of any of the foregoing with or by Seller at any federal, state, local or foreign regulatory, administrative or governmental office or offices, and all federal, state and common law rights protecting such in the Boulder FacilityUnited States of America and throughout the world including, access to certain but not limited to, those listed on Schedule 1.01(b) (collectively, the “Proprietary Rights”); (c) all books and records of Seller which pertain relating to the Boulder Facility BusinessAssets of the operation of the business of the Divisions, including, but not limited to, purchasing and sales records, engineering records, accounting records, computer programs, customer and vendor lists, marketing materials and records, and such other records as Purchaser may require in its conduct of the business of the Divisions subsequent to the Closing, Schedule 1.01 (c) (collectively, the “Books and Records”); (d) all other property, assets and rights, tangible or intangible, receivables, customer deposits owned by Seller relating to the operation of the business of the Divisions, including, but not limited to, such other property, assets and rights listed on Schedule 1.01(d) (collectively, “Other Assets”), including sales, customer lists without limitation all Contracts and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising Permits (subject to Section 12.1written or oral) including those listed on Schedule 2.07), copies relating to the Assets and of pending sales orders, work in process and all other documents associated with the Boulder Business (operation of the "Company Records")business of the business of the Divisions being acquired.

Assets to be Purchased. At Closing (as hereinafter defined) subject Subject to the terms and conditions of this Agreementcontained herein, on the Closing Date, Seller shall sell sell, transfer, deliver, convey and assign to Buyer, and Buyer shall purchase and acquire from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to all of the assets and properties of Seller of every kind and description related to the Business, wherever located, other than the Excluded Receivable free and clear of all Liens (such assets being herein referred to collectively as the "PURCHASED ASSETS"). The Purchased Assets shall include, without limitation, the following assets: (a) all Contracts of Seller related to the Business, including those certain fixed assets that are described listed on the attached Schedule 1(b) SCHEDULE 2.1(A), (the "Fixed AssetsASSIGNED CONTRACTS"); (b) all of Seller's accounts receivable related to the Business other than the Excluded Receivable (collectively, the "Receivables"); (c) all of Seller's rightSellers' proprietary information related to the Business, title including, without limitation: domain or URL names and interest in Internet web pages, logos and trade names related to any the Business, trade secrets, technical information, Confidential Information, proprietary rights and licenses, know-how, designs and processes; and computer software developed by Seller and all licenses and permitsimprovements thereto, to including, without limitation, the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth assets listed on the attached Schedule 1(cSCHEDULE 3.6 hereto (collectively "INTELLECTUAL PROPERTY"); and; (d) all of Seller's rightequipment, title furniture, fixtures and interest supplies owned by Seller and used in connection with the Business (collectively, "PERSONAL PROPERTY"); (e) all refunds, deposits, prepaid expenses and other prepaid items related to the general intangibles Business or the Purchased Assets; (f) all Permits related to the Business, to the extent transferable to Buyer; and (g) copies of all books, records, files, financial statements and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records supporting documents of Seller which pertain relating solely to the Boulder Facility Business, including sales, customer lists Business and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")Purchased Assets.

Assets to be Purchased. At Closing (as hereinafter defined) subject Subject to the terms and conditions of set forth in this Agreement, Seller shall sell sell, assign, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerpurchase, all or substantially all of Seller's assets utilized in at the operation of Seller's Boulder Facility (the "Business"), Closing free and clear of all liensclaims, encumbrancesliens or encumbrances (other than Permitted Encumbrances), all of the rights and charges assets, including any Intellectual Property Right (as defined in Section 2.6), primarily used in and related to the Business, including the following (the "Assets"), which Assets shall include without limitation the following:): (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and (dA) all of Seller's right, title and interest in and to the general intangibles brand names and goodwill associated with the operation related trademarks identified on Exhibit A hereto as of the Assets at Seller's Boulder FacilityClosing Date, including all telephone numbers goodwill appurtenant thereto and symbolized thereby and all registrations and applications related thereto (the "Specified Brands"); (B) Seller's rights under the agreements and other instruments identified on Exhibit B hereto as of the Closing Date (the "Specified Contracts"); (C) the inventory (including, without limitation, raw material, work in process, finished goods, parts and components) used or held for use in connection with the products, and products under development, identified on the "Inventory Statement" on Exhibit C hereto (also referred to herein as the "Products") as of the Closing Date (the "Inventory"); (D) the tools, dies, jigs, molds and other fixed assets (including any such items held by Seller at parties manufacturing for Seller's account used or held for use primarily in connection with the Boulder Facilitymanufacture of the Products and such items set forth on Exhibit C, access to certain books other than items acquired or disposed of in the ordinary course since the date indicated on such exhibit) as of the Closing Date (the "Equipment"); (E) all shipping and records of Seller which pertain packaging relating to the Boulder Facility Assets, Products and Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records material necessary for the last three years, yellow page advertising (subject to Section 12.1), copies use of pending sales orders, work in process the foregoing and all other documents associated with the Boulder Business related intellectual property rights (the "Company RecordsPackaging Materials"); and (F) all commercials, print ads, sell sheets and all related marketing materials relating to the Assets, Products and Business, including material necessary for the use of the foregoing and all related intellectual property rights.

Assets to be Purchased. At Closing (as hereinafter defineda) subject Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized at the closing provided for in the operation of Seller's Boulder Facility Section 1.4 (the "BusinessClosing"), free Seller will sell, convey, assign, transfer and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect deliver to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) Buyer all of Seller's right, title and interest in and to those certain fixed assets that are described on all the attached Schedule 1(brights, privileges and properties (tangible or intangible) of every kind and description to the extent associated with the Acquired Assets. The Acquired Assets include the following: (i) all Intellectual Property (as defined below in Section 2.8(a)) relating to Seller's MediaBank and InterSep OPI business (the "Fixed AssetsMediaBank Business") (including without limitation choses in action relating thereto, remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); (ii) all rights and interests of Seller in, to and under all agreements, contracts, commitments, leases, licenses and other arrangements of every kind and description, whether fully executed, partially executed or executory, principally relating to the Acquired Assets (including without limitation any agreement or instrument securing any amounts owed to the Seller), and any licenses or sublicenses relating to Intellectual Property, other than the Verity Agreement (as hereinafter defined), unless the required consent is obtained (collectively, "Assigned Contracts"); (ciii) all of Seller's rightwork in progress, title and interest in and to any and all licenses and permitsproduction, in preparation or in process to the extent assignable, whether state, federal, county, municipal, or otherwise material relating to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); andAcquired Assets; (div) all claims, prepayments, refunds, causes of Seller's rightaction, title choses in action, rights of recovery, set off and interest in and recoupment to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain extent related to the Boulder Facility BusinessAcquired Assets; (v) all books, including salesrecords, customer lists and suppliersaccounts, paid invoicesledgers, repair ordersfiles, employee documents, correspondence, lists, architectural drawings or specifications, employment records for the last three yearsemployees listed on Schedule 4.2, yellow page manufacturing and procedural manuals, advertising (subject and promotional materials, studies, databases, reports and other printed, written or electronic materials to Section 12.1)the extent related to the Acquired Assets, copies including without limitation, all information regarding customers and prospects of pending sales orders, work in process and all other documents associated with the Boulder MediaBank Business (the "Company Records"other than information which Seller is contractually required to keep confidential).

Assets to be Purchased. At Closing (as hereinafter defined) subject Subject to the terms and conditions of this Agreement, Seller shall sell hereby agrees to Buyersell, assign, transfer, convey and deliver to Purchaser, and Buyer shall purchase Purchaser hereby agrees to purchase, accept and acquire from Seller, all or substantially on the Closing Date (as defined in Section 3.01 of this Agreement), on a going concern basis, all of Seller's assets utilized the assets, properties, rights and interests of every kind and description, tangible or intangible, used by Seller in connection with the operation of Seller's Boulder Facility the Business (all of which assets, rights and interests are hereinafter collectively referred to as the "Business"), free and clear of all liens, encumbrances, and charges (the "Acquired Assets"), which Assets shall include including, without limitation limitation, the following: (a) all tangible business and personal property, including, without limitation, equipment, vehicles, furniture, furnishings, machinery, computers and other tangible personal property of every description and kind and all replacement parts and accessories thereto, including, without limitation, those assets listed on Schedule 1.01(a) (collectively, the "Equipment"); (b) All cash on hand and in bank accounts, notes, accounts receivable and other short and long-term receivables of the Business including, without limitation, the receivables described on Schedule 1.01(b) (the "Accounts Receivable"); (c) all supplies, goods, and inventory ownedused, used useable or held for use with useful in respect to Seller's Businessof the Business existing as of the Closing Date, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at without limitation the close of business inventory described on the date of Closing, as hereinafter defined on the attached Schedule 1(a1.01(c) (the "Inventory"); (bd) all deposits, prepaid taxes and expenses, escrows and other advance payments relating to any expenses of Seller's rightthe Business, title and interest in and to including, without limitation, those certain fixed assets that are described items listed on the attached Schedule 1(b1.01(d) (the "Fixed AssetsPrepaid Expenses"); (ce) all financial, personnel and other records, whether in hard or electronic format, operating manuals, and software (the "Documentary Information"); (f) all personal property leases under which Seller is the lessee of Seller's rightpersonal property (collectively, title the "Personal Property Leases"), including, without limitation, those listed on Schedule 1.01(f) to this Agreement. The Assets subject to the Personal Property Leases are referred to in this Agreement as the "Leased Personal Property"; (g) all written agreements, contracts, sales commitments, purchase orders, customer commitments, security agreements or instruments and interest undertakings (other than the Personal Property Leases) entered into in the ordinary course of the Business which (i) have been entered into on or before the date of this Agreement, including, without limitation, those listed on Schedule 1.01(g) to this Agreement, or (ii) are entered into after the date hereof, are related exclusively to the Business and to any satisfy the requirements of Section 6.02(c) of this Agreement (collectively with the Personal Property Leases, the "Acquired Contracts"); (h) all third‑party warranties, guaranties and all licenses and service or replacement programs, including, without limitation, those listed on Schedule 1.01(h) (collectively, the "Warranties"); (i) the licenses, permits, approvals, variances, rights, waivers or consents (collectively, the "Licenses") issued to the extent assignableSeller by any federal, whether state, federalcounty or local governmental entity or subdivision thereof or any authority, countyarbitrator, municipaldepartment, commission, board, bureau, body, agency, court or otherwise material to the operation of the Boulder Facilityinstrumentality thereof (collectively, leases, equipment warranties, maintenance contracts, service contacts "Governmental Authorities") and other commitments as may be assumed used by Seller in writing by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated connection with the operation of the Assets at Seller's Boulder FacilityBusiness, including all telephone numbers used by Seller at business Licenses, certificates of occupancy, and including, without limitation, the Boulder FacilityLicenses listed on Schedule 1.01(i); (j) all names, access to certain books trade names, trademarks and records of Seller which pertain to service marks (or variations thereof) associated with the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process name "Florida Environmental Remediation Services" and all other documents intellectual property used in or associated with the Boulder Business; (k) all rights of Seller to those telephone, pager and facsimile numbers utilized by Seller in connection with the operation of the Business; (l) all goodwill associated with the Business and the Acquired Assets; (m) all claims, actions, demands, and causes of action that relate to the "Company Records")Business; and (n) all other property, other than the Retained Assets, of every kind, character or description owned by either Seller or its Affiliates and used or held for use in the Business, wherever located and whether or not similar to the items specifically set forth above.

Assets to be Purchased. At Closing 2(a) The assets to be purchased by Buyer shall specifically include all tangible assets used or useable in the Business, including, but not be limited to, the following tangible personal property: (as hereinafter definedi) subject All valid and collectible accounts receivable, claims, settlements, and notes due, including all amounts held in escrow, including but not limited to the terms insurance settlement with Alex Xxxxxxxxx, Xxller and conditions Salvxxxxx Xxxxx. Xxr the purposes of this Agreementletter of intent, Seller shall sell "accounts receivable" mean all invoiced and properly accrued obligations of customers to Buyerpay for goods and services. (ii) All names, trade names, trademarks and servicemarks of Seller, including but not limited to, the name "Salex". (iii) All real estate assets including building and land located at 50 Lxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx. (iv) All of the Seller's office equipment (including computer systems) and telephone numbers, office furniture, and other tangible personal property used or useable in the conduct of the Business. (v) All books and records relating to the Business excluding original tax records. 2(b) The assets to be purchased by Buyer shall specifically include all intangible assets used or useable in the Business including, but not be limited to, the following intangible personal property: (i) All purchase from Sellerorders received by Seller relating to the Business that are unfilled and outstanding as of the closing date. (ii) All proposals, all or substantially all of quotations, and bids made to the Seller's assets utilized in customers that are outstanding as of the closing date. (iii) All contracts with customers and suppliers, and all other contracts required for the operation of the Business. (iv) other instruction manuals, service manuals, maintenance records and other documents, if any, for the tangible personal property that is included in the Transaction. (v) Seller's Boulder Facility goodwill associated with the Business. (vi) All cash on hand and in bank accounts. (vii) All prepaid insurance and other prepaid items. 2(c) Ownership of the "Business"), assets included in the Transaction will be transferred by Seller to Buyer on the closing date free and clear of all liens, liens and other encumbrances, except as properly documented and charges (the "Assets"), which Assets shall include without limitation the following: (a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory"); (b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets"); (c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing expressly approved by Buyer or as set forth on the attached Schedule 1(c); and (d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records")writing.