Common use of Business Changes Clause in Contracts

Business Changes. As of the date of execution, since December 31, ---------------- 1999, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedule, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, or other security of the Company. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars($100,000) in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.14). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince June 30, since December 31, ---------------- 19991998, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to Abbott, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars($100,000Dollars ($100,000) in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.15 hereof). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles Certificate of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of Since the date of execution, since December 31, ---------------- 1999Company Balance Sheet Date, except as otherwise contemplated by this Agreement or as disclosed set forth in Exhibit B Disclosure ScheduleSchedule 3.6 (in each case, in a paragraph thereof corresponding to the applicable paragraph of this Section 3.6), Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing, since the Company Balance Sheet Date and the date hereof: (a) There have has been no changes in the change, event or condition of any character (financial whether or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company not covered by insurance) which, in the aggregate, have has had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the CompanyCompany Material Adverse Effect. (b) The Other than issuance of shares of Company Common Stock pursuant to outstanding Company Options, Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred additional debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 25,000 for any single occurrence, and except for legal and accounting fees incurred in connection with the transactions contemplated by this Agreement. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 25,000 for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise otherwise, voluntarily or involuntarily, encumbered any of its assets or properties, except for liens for current taxes which are not yet delinquent and purchase-money liens arising out of the purchase or sale of services or products made in the ordinary and usual course of business and in any event not in excess of $25,000 for any single item or $50,000 in the aggregate. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, except in the ordinary and usual course of business, business and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) 25,000 for any single item or One Hundred Thousand Dollars ($100,000) 50,000 in the aggregate other than inventory sold or returned in the normal course of businessaggregate. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the . (j) Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 25,000 for any single item or One Hundred Thousand Dollars($100,000) $50,000 in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, licensed, transferred or conveyed, or committed itself to sell, assign, license, transfer or convey, any Proprietary Rights (as defined in Section 3.143.17), except pursuant to licenses in the ordinary course of business. (l) The Company has not paid or committed itself to pay to or for the benefit of any of its directors, officers, employees or stockholders any compensation of any kind other than wages, salaries and benefits, at times and rates in effect on the Company Balance Sheet Date, adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles Certificate of Incorporation or Bylaws, except as contemplated by in this AgreementAgreement or the Certificate of Merger. (o) The Company has not modified its accounting principles in entered into any material respecttransaction or contract, or made any commitment to do the same, except for those changes required by in the adoption ordinary and usual course of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodiesbusiness.

Business Changes. As of the date of execution, since Since December 31, ---------------- 19991996, except as otherwise ---------------- contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to WMT, the Company TSI has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company TSI which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the CompanyTSI. (b) The Company TSI has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the CompanyTSI. (c) The Company TSI has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Five Thousand Dollars ($50,0005,000) for any single occurrence. (d) The Company Except for a payment of $300,000 to Xxxxx and other payments identified in Schedule 3.7(d), TSI has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company TSI has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the CompanyTSI. (f) The Company TSI has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the CompanyTSI. (g) The Company TSI has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company TSI has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Five Thousand Dollars ($50,0005,000) for any single item or One Hundred TwentyFive Thousand Dollars ($100,00025,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company TSI has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company TSI has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Five Thousand Dollars ($50,0005,000) for any single item or One Hundred Twenty-Five Thousand Dollars($100,000Dollars ($25,000) in the aggregate. (j) The Company TSI has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company TSI has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.18 hereof). (l) The Company Except for its 401(k) plan, TSI has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company TSI has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company TSI has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation or Bylaws, except as contemplated by in this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince February 28, since December 312003, ---------------- 1999, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedule, the Company there has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing:not been: [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) There have been no any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Balance Sheet, except changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities ordinary course of the Company whichbusiness that have not, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company.Material Adverse Effect; (b) The Company has any damage, destruction or loss, whether or not issuedcovered by insurance, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, or other security of the Company.having a Material Adverse Effect; (c) The any waiver or compromise by the Company has not incurred of a material debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence.owed to it; (d) The Company has not paid any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, or other distribution on or with respect to any share of capital stock of by the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and not having a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject having a Material Adverse Effect; (f) any material change in any event compensation agreement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of any officer or key employee of the Company; (i) any mortgage, pledge, transfer of a security interest on or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not in excess of Fifty Thousand Dollars ($50,000) for any single item yet due or One Hundred Thousand Dollars($100,000) payable and those incurred in the aggregate.ordinary course of business that do not have a Material Adverse Effect; (j) The any loans or guarantees made by the Company has not entered into to or for the benefit of its employees, officers or directors or any transaction or contractmembers of their immediate families, or other than travel advances and other advances made any commitment to do the same, except in the ordinary and usual course of business.; (k) The Company has not soldany declaration, assigned, transferred setting aside or conveyedpayment or other distribution in respect to any of the Company’s capital stock, or committed itself any direct or indirect redemption, purchase, or other acquisition of any of such capital stock by the Company, except (x) the repurchase of shares of Common Stock issued or held by employees, consultants, directors or service providers of or to sellthe Company upon termination of their employment or services pursuant to agreements providing for the right of such repurchase between the Company and such persons, assign, transfer or convey, and (y) the repurchase of shares of Common Stock in connection with the exercise of the right of fist refusal pursuant to agreements providing for the right of first refusal between the Company and any Proprietary Rights (as defined in Section 3.14).of its stockholders; (l) The Company has not adopted any material change in the accounting methods or amended practices followed by the Company; or [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (m) to the Company’s knowledge, any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical other event or other benefit plan, agreement, trust, fund condition that might reasonably be expected to have a Material Adverse Effect; or (n) any arrangement or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed commitment to do any of the foregoingthings described in this Section 3.5. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince June 30, since December 31, ---------------- 19992001, except as otherwise contemplated by this Agreement or as disclosed described in Exhibit B the Disclosure ScheduleStatement, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations, obligations or liabilities of the Company which, either in the single case or in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the conditioncondition (financial or otherwise), business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, issuance or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company, except for shares of Series G Preferred Stock issued March 15, 2001, options to purchase Common Stock under its 1989 Stock Option Plan and 1996 Stock Option Plan or shares of Common Stock issued upon the exercise of outstanding options granted under the 1989 Stock Option Plan and 1996 Stock Option Plan. (c) The Company has not incurred additional debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrencebusiness. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrencebusiness. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise otherwise, voluntarily or involuntary, encumbered any of its assets or properties, except for liens for current taxes which are not yet due and payable and purchase-money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, except in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of businessproperty. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars($100,000) in the aggregatebusiness. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except for those contracts which are in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred effected or conveyed, agreed to effect any amendment or committed itself supplement to sell, assign, transfer any employee benefit plan or convey, any Proprietary Rights (as defined in Section 3.14)arrangement. (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directorsdirectors or executive management, officers except as set forth herein; the Company has not increased the compensation of any of its executive management, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of its business; there has been no resignation or termination of employment of any officer or key employeesemployee of the Company. (nm) The Company has not effected or committed itself to effect any amendment or modification in its Articles current Certificate of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of Since the date of execution, since December 31, ---------------- 1999the Company Balance Sheet (or such other date specifically set forth in this section), except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure ScheduleAgreement, the Company has conducted its business only in the ordinary and usual course course, consistent with past practices, and, without limiting the generality of the foregoing: (a) The Company has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that could reasonably be expected to have a Company Material Adverse Effect. (b) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, results of operations, obligations or liabilities financial condition of the Company which, individually or in the aggregate, have had resulted or may could reasonably be reasonably expected to have result in a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the CompanyCompany Material Adverse Effect. (bc) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company, except for shares of Company Common issued upon the exercise of the outstanding Company Options listed in Schedule 2.2(b), or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of Company Options). The Company has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, except for shares of Company Common issued upon the exercise of Company Options. (cd) The Company has not incurred any additional debt for borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise), except in the ordinary and usual course of the business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrencethe Company, consistent with past practices. (de) The Company has not paid any obligation or liabilityliability (fixed, contingent or otherwise), or discharged, settled discharged or satisfied any claim, lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in the Company Balance Sheet and current liabilities incurred since the date of the Company Balance Sheet in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrencethe Company, consistent with past practices. (ef) The Company has not declared declared, set aside for payment, or made paid any dividend, payment, or other distribution on or with respect to any share of capital stock of the CompanyCompany Capital Stock. (fg) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the CompanyCompany Capital Stock. (gh) The Company has not mortgaged, pledged, or otherwise encumbered or subjected to lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current Taxes (as defined in Section 2.11) which are not yet due and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business, consistent with past practice. (hi) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, except in the ordinary and usual course of business, consistent with past practice, and in each case for a consideration believed to be at least equal to the fair value of such asset or property property, nor has the Company leased or licensed to 10 others (including officers and in directors of the Company), or agreed so to lease or license, any event not in excess asset or property, except for the licensing of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) the Company’s software to the Company’s customers in the aggregate other than inventory sold or returned in the normal ordinary course of businessbusiness consistent with past practice, nor has the Company discontinued any product line or the production, sale or other disposition of any of its products or services. (ij) The Company has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm, firm or other entity; the . The Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business, consistent with past practice, and the aggregate amount of all such expenditures and commitments made in the ordinary and usual course of business and in any event has not in excess of Fifty Thousand Dollars (exceeded $50,000) for any single item or One Hundred Thousand Dollars($100,000) in the aggregate. (jk) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business consistent with past practice and not involving an amount in any case in excess of $50,000. The Company has not waived any right of substantial value or cancelled any debts or claims or voluntarily suffered any extraordinary losses other than in the ordinary and usual course of business, consistent with past practice. (kl) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Company Intellectual Property Rights (as defined in Section 3.142.14). (l) The , except for the licensing of the Company’s software to the Company’s customers in the ordinary course of business, and the Company has not adopted entered into any product development, technology or amended any bonus, incentive, profit-product sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or similar strategic arrangement with any other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoingparty. (m) The Company has not effected or agreed to effect any change amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement. (n) The Company has not since December 31, 1999 paid or committed itself to pay to or for the benefit of any of its directors, officers, employees, advisors or stockholders any compensation of any kind other than wages, salaries, and benefits at times and rates in effect prior to December 31, 1999. (o) The Company has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, officers executive officers, or key employees. (np) The Since July 5, 2000, the Company has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation the Restated Certificate or the Company’s Bylaws, except as contemplated by this Agreement. (oq) The Company has not modified changed its accounting principles or Tax methods or practices (including any change in depreciation or amortization policies or rates, any material respectchanges in policies in making or reversing accruals, or any change in capitalization of software development costs), except as required by GAAP. (r) The Company has not made or changed any Tax election, or settled or compromised any Tax liability. (s) The Company has not revalued any of its assets. (t) The Company has not made any loan to any person or entity, and the Company has not guaranteed the payment of any loan or debt of any person or entity, except for those changes required (x) travel or similar advances made to employees in connection with their employment duties in the ordinary course of business consistent with past practice and (y) accounts receivable incurred in the ordinary course of business consistent with past practice. (u) The Company has not commenced or received any notice of threat of commencement of any lawsuit or proceeding against or investigation of the Company or its affairs. (v) The Company has not negotiated or agreed to do any of the things described in the preceding clauses (a) through (u) (other than negotiations with Parent and its representatives regarding the transactions contemplated by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.this Agreement). 11

Business Changes. As of the date of execution, since Since December 31, ---------------- 19991997, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to Guidant or in the SEC Documents, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) for any single item or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) for any single item or One Two Hundred Fifty Thousand Dollars($100,000Dollars ($250,000) in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.140). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince June 30, since December 31, ---------------- 19991998, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to Century, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company nor any casualty, loss, damage or destruction (whether or not covered by insurance) of any material property of the Company, which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the CompanyCompany or the ability of the Company to meet its obligations under the Note and/or the Credit Facility Note. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien Lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars($100,000Dollars ($100,000) in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.15 hereof). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles Certificate of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of Since the date of execution, since December 31, ---------------- 1999Company Balance Sheet Date, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Section 3.7 of the Disclosure Schedule, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may reasonably could be reasonably expected to have have, a materially material adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or nor authorized for issuance, or nor entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred additional debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 10,000 for any single occurrence. (d) The Company has not paid any obligation or liability, or nor discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business business, and in any event not in excess of Fifty Thousand Dollars ($50,000) 10,000 for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on on, or with respect to to, any share of capital stock of the Company, except as set forth in Section 5.2 of the Disclosure Schedule. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise otherwise, voluntarily or involuntarily, encumbered any of its assets or properties, except for liens, for current taxes which are not yet delinquent and purchase-money liens arising out of the purchase or sale of services or products made in the ordinary and usual course of business and in any event not in excess of $5,000 for any single item or $10,000 in the aggregate. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, intangible except in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the . The Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 5,000 for any single item or One Hundred Thousand Dollars($100,000) $10,000 in the aggregate. (j) The Company has not entered into any transaction or contractcontract involving more than $5,000, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.16 herein). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation corporate charter, as amended, or Bylaws, except as contemplated by this Agreementits bylaws. (o) The To the knowledge of Xxxxxx and Xxxxxxx, no statute has been enacted nor has any rule or regulation been adopted by any Governmental Authority, whose laws apply to the business of the Company which could have an adverse effect on the condition (financial or otherwise), operations, obligations or liabilities of the Company which has not modified its accounting principles yet been reflected in any material respect, except for those changes required by the adoption operating results of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodiesCompany.

Business Changes. As of the date of executionSince September 30, since December 31, ---------------- 19991997, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to Guidant, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the Company. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business.course (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnershippartner ship, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars($100,000Dollars ($100,000) in the aggregate. (j) The Company has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.15 hereof). (l) The Company has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles Certificate of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince June 30, since December 31, ---------------- 19991996, except as otherwise contemplated ---------------- by this Agreement or as disclosed in Exhibit B Disclosure Schedulewriting to WMT, the Company Star has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company Star which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the CompanyStar, other than those proposed changes set forth on Schedule 3.11. (b) The Company Star has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the CompanyStar. (c) The Company Star has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 5,000 for any single occurrence. (d) The Company Star has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 100,000 for any single occurrence. (e) The Company Star has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the CompanyStar. (f) The Company Star has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the CompanyStar. (g) The Company Star has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, other than inventory sold in the normal course of business or accounts receivable. (h) The Company Star has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) 5,000 for any single item or One Hundred Thousand Dollars ($100,000) 25,000 in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company Star has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company Star has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 5,000 for any single item or One Hundred Thousand Dollars($100,000) $25,000 in the aggregate. (j) The Company Star has not entered into any transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company Star has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined in Section 3.143.18). (l) The Company Star has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company Star has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company Star has not effected or committed itself to effect any amendment or modification in its Articles of Incorporation or Bylaws, except as contemplated by in this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, or any other accounting standards setting bodies.

Business Changes. As of the date of executionSince September 30, since December 31, ---------------- 19991998, except as otherwise contemplated by this Agreement or as disclosed described in Exhibit B Disclosure Schedulethe Company SEC Documents, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company. (b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, note or other security of the CompanyCompany other than stock options granted to employees and directors of the Company in the ordinary course and consistent with past practice. (c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 250,000 for any single occurrence. (d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 250,000 for any single occurrence. (e) The Company has not declared or made any dividend, payment, payment or other distribution on or with respect to any share of capital stock of the Company. (f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company. (g) The Company has not mortgaged, pledged, pledged or otherwise encumbered any of its assets or properties, other than leasehold improvements and equipment acquired with purchase money financing or under a capital lease, inventory sold in the normal course of business or accounts receivable. (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, except in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) 250,000 for any single item or One Hundred Thousand Dollars ($100,000) 500,000 in the aggregate other than inventory sold or returned in the normal course of business. (i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm, firm or other entity; the Company has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) 250,000 for any single item or One Hundred Thousand Dollars($100,000) $500,000 in the aggregate. (j) The Company has not entered into any material transaction or contract, or made any commitment to do the same, except in the ordinary and usual course of business. (k) The Company has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any material Proprietary Rights (as defined in Section 3.143.13 hereof). (l1) The Company has not adopted or amended any material bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any material agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) The Company has not effected or agreed to effect any change in its directors, officers or key employees. (n) The Company has not effected or committed itself to effect any amendment or modification in its Articles Certificate of Incorporation or Bylaws, except as contemplated by this Agreement. (o) The Company has not modified its accounting principles in any material respect, except for those changes required by the adoption of an accounting principle promulgated by the FASB, the AICPA, the Securities and Exchange Commission, Commission or any other accounting standards setting bodies.