Common use of Business Pending the Closing Clause in Contracts

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET or as is otherwise permitted or contemplated by this Agreement: (i) ESIO shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIO’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIO’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO or as is otherwise permitted or contemplated by this Agreement: (i) IMET (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMET’s present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET OI or as is otherwise permitted or contemplated by this Agreement: (i) ESIO CC shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one yearindebtedness; (ii) no change shall be made in the authorized capitalization of ESIO CC except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO CC shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted CC will use all reasonable and proper efforts to purchase stock under any employee stock bonus, thrift or purchase plan or otherwisepreserve its business organization intact; and (v) the Board of Directors of CC will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock. (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by CC or as is otherwise permitted or contemplated by this Agreement: (i) OI shall conduct its business only in the usual and ordinary course; (ii) no amendment change shall be made to ESIO’s Articles in the authorized capitalization of Incorporation or BylawsOI, except as contemplated by this Agreement; (viiii) no modification shares of capital stock of OI shall be made in ESIO’s present employee benefit programs authorized for issuance or in its present policies in regard to the payment of salaries or compensation to its personnel issued and no increase shall be made in the compensation of its personnel; (vii) no contract agreement or commitment for the issuance thereof shall be entered into by or on behalf of ESIO and no sale or purchase of assets shall be made except in the ordinary course of businessinto; (viiiiv) ESIO OI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO or as is otherwise permitted or contemplated by this Agreement: (i) IMET (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMET’s present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET OI and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET shall make no amendments or contributions to its profit sharing plan; and (xv) the Board of Directors of IMET OI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET Rimmer or as is otherwise ix xxxerwise permitted or contemplated by this Agreement: (i) ESIO RC (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of Rimmer specifxxx xn paragraph 10 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO RC except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO Rimmer shall be authorized xx xxthorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIO’s RC's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIO’s RC's present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO RC and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO RC will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO RC and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO RC shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO RC will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO RC or as is otherwise permitted or contemplated by this Agreement: (i) IMET Rimmer (which term shallxxxx xhall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET specified in Rimmer specifxxx xn paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, ordinary (1) the continuation of IMET’s present practice Rimmer's presxxx xxxctice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET Rimmer and no sale or xxxx xr purchase of assets shall be made except in the ordinary course of business; (viii) IMET Rimmer will use all usx xxx reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET Rimmer and its suppliersxxxxxiers, customers, regulatory agencies, and others having business relations with it; (ix) IMET Rimmer shall make no mxxx xx amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET Rimmer will not declare nxx xxxlare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET OI or as is otherwise permitted or contemplated by this Agreement: (i) ESIO CC shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO CC except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO CC shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIOCC’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIOCC’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO CC and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO CC will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO CC and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO CC shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO CC will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO CC or as is otherwise permitted or contemplated by this Agreement: (i) IMET OI (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET OI specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMETOI, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET OI shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMETOI’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMETOI’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMETOI’s present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET OI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET OI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET OI and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET OI shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET OI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET OI or as is otherwise permitted or contemplated by this Agreement: (i) ESIO SRI shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO SRI except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO SRI shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIO’s SRI's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIO’s SRI's present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO SRI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO SRI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO SRI and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO SRI shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO SRI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO SRI or as is otherwise permitted or contemplated by this Agreement: (i) IMET OI (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET OI specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMETOI, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET OI shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s OI's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s OI's present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMET’s OI's present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET OI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET OI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET OI and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET OI shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET OI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET SOE or as is otherwise permitted or contemplated by this Agreement or in furtherance of the objectives of this Agreement: (i) ESIO DVSO (which term shall, where applicable in this paragraph 5, also refer to the subsidiaries of DVSO specified in paragraph 9 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one yearindebtedness; (ii) no change shall be made in the authorized capitalization of ESIO DVSO except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO DVSO shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof thereof shall be entered into, except into in excess of the number of shares set forth for DVSO in the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMETExchange Agreement; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise, to the extent such rights shall result in the commitment for the issuance of shares in excess of the number set forth for DVSO in the Exchange Agreement; (v) no amendment shall be made to ESIODVSO’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification modifications shall be made in ESIODVSO’s present employee benefit programs or in its is present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO DVSO and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO DVSO will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO DVSO and its suppliers, customers, regulatory agencies, and other others having business relations with it; (ix) ESIO DVSO shall make no amendments or contributions to any profit sharing planplans; and (x) the Board of Directors of ESIO DVSO will not declare any dividends on, or otherwise make any distribution distributions in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO DVSO or as is otherwise permitted or contemplated by this Agreement: (i) IMET SOE (which term shall, where applicable in this paragraph 65, also refer to the subsidiaries of IMET SOE specified in paragraph 11 10 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, SOE except as contemplated by this Agreement; (iii) no shares of capital stock of IMET SOE shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered intointo in excess of the number of shares set forth for SOE in the Exchange Agreement; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMETSOE’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification modifications shall be made in IMETSOE’s present employee benefit programs or in its is present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, preclude (1) the continuation of IMETSOE’s present practice practices of periodically reviewing the salaries of its personnel and granting normal increase increases in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET SOE and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET SOE will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET SOE and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET SOE shall make no amendments or contributions to its any profit sharing planplans; and (x) the Board of Directors of IMET SOE will not declare any dividends on, or otherwise make any distribution distributions in respect of, its outstanding shares of capital stock. (c) The parties hereto agree that SOE is extending to DVSO an exclusive option to purchase the shares of SOE. As such, SOE agrees not to solicit or entertain offers to purchase its shares or assets from a third party prior to the Closing or termination of this Agreement. As consideration for this exclusivity, subsequent to the date of this Agreement but prior to Closing, SOE shall continue its research and development program relating to the entertainment Kiosk. SOE agrees that all intellectual property that may be protected by patents, copyrights and trademarks will become the subject of patent applications filed with the U.S. Patent and Trademark office, together with appropriate assignments to SOE of all rights by any persons claiming or who may have the right to claim status of an inventor or creator of the intellectual property being the subject of each such application. All intellectual property of SOE shall remain unencumbered and free of any liens or claims of whatsoever nature prior to the Closing. Except as set forth in formal patents, copyrights and trademarks, or applications for same, SOE makes no representations or warranties with respect to its intellectual property. DVSO understands and agrees that it will conduct its own independent investigations with respect to the assets and liabilities of SOE, including but not limited to items of intellectual property of SOE. Provided DVSO shall not have theretofore issued written notice of termination of this Agreement, as provided herein, DVSO will advance or reimburse all costs incurred by SOE in connection with the kiosk development program including, but not limited to, consulting fees, professional fees, prototype construction costs, engineering and design fees, and administrative and overhead expenses. Such costs will be either paid directly by DVOS or remitted to SOE upon written invoice therefore. In the event this transaction shall fail to close, for any reason whatsoever, SOE shall be liable to DVSO for all monies theretofore advanced to or for the benefit of the SOE research and development program and shall execute and deliver to DVSO a promissory note in such principal amount evidencing such indebtedness. Such Promissory Note shall (i) provide for a maturity date two years from the date it is executed, (ii) bear interest at the rate of three percent over the prime rate as set by Bank of America from time to time, and (iii) permit repayment at any time without penalty. The principal of the note, together with all accrued interest, shall be due and payable at maturity. Upon execution and delivery of the aforementioned promissory note, DVSO (i) shall have no rights, liens against the intellectual property of SOE or any other claims against SOE except as provided in the promissory note, and (ii) shall not be entitled to reimbursement of any monies advanced, paid or remitted to or on behalf of SOE to any person or entity pursuant to this Agreement except as provided in the promissory note. All intellectual property developed or created by SOE prior to this Agreement or during the term hereof, shall remain the property of SOE.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET GEN-BIOFUEL or as is otherwise permitted or contemplated by this Agreement: (i) ESIO EBLC shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO EBLC except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO EBLC shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIO’s EBLC's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIO’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO EBLC and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO EBLC will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO EBLC and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO EBLC shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO EBLC will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO EBLC or as is otherwise permitted or contemplated by this Agreement: (i) IMET GEN-BIOFUEL (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET and specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMETGEN-BIOFUEL, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET GEN-BIOFUEL shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s GEN-BIOFUEL's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s present employee benefit programs or in its present policies GEN-BIOFUEL's in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMET’s GEN-BIOFUEL's present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET GEN-BIOFUEL and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET GEN-BIOFUEL will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET GEN-BIOFUEL and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET GEN-BIOFUEL shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET GEN-BIOFUEL will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

Business Pending the Closing. (a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET ESW or as is otherwise permitted or contemplated by this Agreement: (i) ESIO TSYW (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of TSYW specified in paragraph 10 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one yearindebtedness; (ii) no change shall be made in the authorized capitalization of ESIO TSYW except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO TSYW shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof thereof shall be entered into, except into in excess of the number of shares set forth for TSYW in the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMETExchange Agreement; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise, to the extent such rights shall result in the commitment for the issuance of shares in excess of the number set forth for TYSW in the Exchange Agreement; (v) no amendment shall be made to ESIOTSYW’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification modifications shall be made in ESIOTSYW’s present employee benefit programs or in its is present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO TSYW and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO TSYW will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO TSYW and its suppliers, customers, regulatory agencies, and other others having business relations with it; (ix) ESIO TSYW shall make no amendments or contributions to any profit sharing planplans; and (x) the Board of Directors of ESIO TSYW will not declare any dividends on, or otherwise make any distribution distributions in respect of, its outstanding shares of capital stock; (b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO TSYW or as is otherwise permitted or contemplated by this Agreement: (i) IMET ESW (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET ESW specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, ESW except as contemplated by this Agreement; (iii) no shares of capital stock of IMET ESW shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered intointo in excess of the number of shares set forth for ESW in the Exchange Agreement, except for the payment of debts on the basis of $0.55 per share; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMETESW’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification modifications shall be made in IMETESW’s present employee benefit programs or in its is present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, preclude (1) the continuation of IMETESW’s present practice practices of periodically reviewing the salaries of its personnel and granting normal increase increases in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of IMET ESW and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET ESW will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET ESW and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET ESW shall make no amendments or contributions to its any profit sharing planplans; and (x) the Board of Directors of IMET ESW will not declare any dividends on, or otherwise make any distribution distributions in respect of, its outstanding shares of capital stock.