Common use of CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer shall have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATI. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (i) ATI must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI prior to or at the Closing Date. (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock asset purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer shall All state, local and other governmental approvals and all other consents or approvals of any third parties necessary to consummate the transactions contemplated by this Agreement must have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATIbeen received. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI Seller must have delivered to Buyer a certificate executed by the Secretary of ATI the Seller certifying (i) the names of the officers of ATI Seller authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI Seller pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI Seller authorizing the appropriate officers of ATI Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein; and (iii) copies of corporate resolutions adopted by the shareholders of Seller authorizing the directors and appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (fc) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI Seller, the Acquired Assets, and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (i) ATI must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI prior to or at the Closing Date. (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation 's obligations to close consummate the stock purchase as contemplated in this Agreement is conditioned upon transactions hereunder are subject to the satisfaction of the following conditions, compliance with which or the occurrence of which may be waived in writing, in whole or waiver in part, by Buyer of prior to the following:First Closing and/or the Second Closing, as the case may be. (a) Singer As of each of the First Closing Date and the Second Closing Date (i) all of the representations and warranties made by Peskaitis and the Company herein and in any Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of Peskaitis and the Company to be performed on or before the First Closing Date and/or the Second Closing Date, as the case may be, shall have delivered been performed, and (iii) Buyer shall have received a certificate from each of Peskaitis and the Company, dated as of the First Closing Date and the Second Closing Date, as the case may be, as to the Company all certificates evidencing Singer’s ownership of 100% effect of the capital stock of ATImatters listed in subsections (i) and (ii) hereof. (b) Singer must Peskaitis and the Company, as the case may be, shall have entered into executed and delivered to Buyer each of the Employment Agreement agreements, certificates and Non-Compete Agreementother documents to be delivered to Buyer pursuant to Section 7.3 hereof. (c) Other than All registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications, waivers and other actions listed on the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to Schedules hereto or otherwise required of any deferral by reason persons or governmental authorities or private agencies in connection with the consummation of extension, payment programs, or any other reason, must the transactions contemplated this Agreement shall have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyermade or obtained and all applicable waiting periods shall have expired or been terminated. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result As of the conduct First Closing Date and Second Closing Date, respectively, Lexon shall have provided Buyer with evidence, satisfactory to Buyer, that that certain Cooperative Research and Development Agreement, dated March 26, 1999, by and between Chicago Map Corporation (a wholly owned subsidiary of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expenseCompany) and its most recent fiscal quarter (unaudited the National Mapping Division of the United States Geological Survey shall remain in full force and prepared in ATI’s normal business practices consistently applied)effect following the consummation of the transactions contemplated hereby. (e) ATI must have delivered to Buyer a certificate executed by Effective simultaneous with the Secretary of ATI certifying (i) First Closing, Stevxx X. Xxxxxxxxx xxxll resign as the names President and Chief Executive Officer of the officers of ATI authorized to sign this Agreement to which it is a party Company and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Company's Board of Directors of ATI authorizing (the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f"Board") The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects shall take each of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date.following actions: (i) ATI must have performed and complied with all agreementsThe Board shall amend Article 2, covenants and conditions required by this Agreement Section 2.2 of the Company's By-laws to provide that the number of directors that shall constitute the whole Board shall be performed or complied with by ATI prior to or at the Closing Date.7; (jii) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.The Board shall appoint Anthxxx X.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s 's obligation to close consummate the stock purchase transaction contemplated hereunder is subject to the satisfaction or waiver of the conditions set forth below at or before the dates specified below. Escrow Agent shall proceed as contemplated in though all conditions have been satisfied or waived unless Escrow Agent receives a written notice from Buyer terminating this Agreement and stating that any one or more of the conditions for the benefit of Buyer is conditioned upon not satisfied before the occurrence or waiver dates specified below. The following conditions are for the benefit of the Buyer and can only be waived by Buyer of prior to the followingClosing Date: (a) Singer shall have Seller has timely delivered to the Company into Escrow all certificates evidencing Singer’s ownership of 100% of the capital stock of ATI.Seller's items described in Paragraph 7 above; (b) Singer must have entered into The Title Company has committed to issue to Buyer its standard form California Land Title Association ("CLTA Standard") Standard owner's policy of title insurance with coverage equal to the Employment Agreement Purchase Price (the "Title Policy") prior to the Closing Date. Buyer may order an American Land Title Association extended owners' policy of title insurance ("ALTA Extended Policy") with coverage equal to the Purchase Price, provided that Buyer pays for all additional premiums, survey costs, and Non-Compete Agreement.any other fees or costs attributable thereto and Close of Escrow is not delayed thereby. The Title Policy shall show title vested in Buyer SUBJECT ONLY TO: (i) The printed exceptions contained in the Title Company's standard owner's policy of title insurance (CLTA Standard, or ALTA Extended if so requested by Buyer); (ii) General and special taxes and assessments not then delinquent; (iii) The exceptions set forth and approved in the Preliminary Title Report; (iv) Any matters created by or with the consent of Buyer; and (c) Other than Buyer's approval of the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason condition of extension, payment programs, the Property in accordance with Paragraph 5 on or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyerbefore the expiration of the Approval Period. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements Seller's representation and warranties are true as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (ie) ATI must Buyer shall have performed received estoppel certificates ("Tenant Estoppel Certificates") duly executed by Home Base, Office Depot, Food for Less, Circuit City, Xxxxxx & Xxxxx, Hometown Buffet and complied with all agreementsPetco and Tenants occupying at least ninety-five percent (95%), covenants and conditions required by this Agreement in the aggregate, of the gross leasable square footage of the improvements currently leased, to be performed or complied with by ATI dated not more than forty- five (45) days prior to or at the Closing Date. The Tenant Estoppel Certificates shall be in the form of, and in all material aspects, upon the terms attached to their respective leases, and if not attached to a tenant lease, in the form of, and in all material aspects, upon the terms contained in, Exhibit "J" attached hereto. If Buyer desires a different form of estoppel certificates, Seller shall use its reasonable efforts to obtain such certificate from the tenants of the Property, however, the failure to obtain such form of estoppel from any Tenant shall not be a condition to Close of Escrow. Seller shall deliver the Tenant Estoppel Certificates to Buyer no later than ten (10) days prior to the Closing Date. In the event Seller is unable to obtain a Tenant Estoppel Certificate from any Tenant, Seller shall provide to Buyer an estoppel certificate executed by Seller ("Landlord Estoppel"), in the form of Exhibit "K" attached hereto, subject to such facts and circumstances which are disclosed on such statement. The Tenant Estoppel Certificates and the Landlord Estoppel shall be subject to Buyer's reasonable approval. Buyer's failure to disapprove any Tenant Estoppel Certificate or Landlord Estoppel in writing five (5) days of receipt thereof by Buyer shall be deemed to constitute Buyer's approval thereof. If Buyer reasonably disapproves any Tenant Estoppel Certificates or Landlord Estoppel within such five (5) day period, Escrow shall be terminated in accordance with the provisions of Paragraph 11 hereof. (jf) ATI must Satisfaction or waiver of all contingencies to the leases with Xxxxxx and Xxxxx and Blockbuster Video. (g) Seller's timely performance of its obligation hereunder. (h) In the event that the Closing has not been extended pursuant to Paragraph 6, there shall have signed any customary investor representation letters requested by been no material change in the Buyer in connection with the issuance condition or operations of the Buyer’s securities as part Property. In the event that the Closing has been extended pursuant to Paragraph 6, there shall have been no material change in the condition or operations of the purchase price Property caused by any act or omission of Seller. If any of the above conditions are not satisfied at or prior to the Closing, for a reason other than a default by Buyer under this Agreement, Buyer may terminate this Agreement by written notice to Seller and Escrow Agent, whereupon, Escrow shall be cancelled, Escrow Agent shall release the ATI Stock, which will include, but not Deposit to Buyer and any and all documents deposited into Escrow shall be limited returned to representations and warranties by ATI and Singer confirming their investment sophistication, knowledgethe party entitled thereto, and experience, their financial condition, and their access to information regarding the Buyerparties shall have no further rights or obligations hereunder.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed with the Closing is subject to the satisfaction (or waiver in writing in whole or in part by Buyer, in Buyer’s obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer sole discretion) of each of the followingfollowing conditions precedent: (a) Singer shall have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATI. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made Seller (i) contained in Article III of this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must (other than Section 3.30) shall be true and correct as of the date hereof and as of the Closing Date Date, with the same force and effect as if made on at and as of that such date (except to the extent expressly made as of an earlier date. Buyer must receive , in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation or qualifier as to “materiality” or “Seller Material Adverse Effect” or words of similar import set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a written representation from ATI Seller Material Adverse Effect and Singer at (ii) contained in Section 3.30 shall be true and correct as of the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 date hereof and as of the Closing Date., with the same effect as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); (ib) ATI must Seller shall have performed and or complied in all material respects with all agreements, covenants and conditions required by obligations contained in this Agreement to be performed or complied with by ATI Seller prior to or at the Closing Date.Closing; (jc) ATI must have signed there shall be no order of any customary investor representation letters requested by Governmental Authority having appropriate jurisdiction restraining, enjoining or otherwise prohibiting the Buyer in connection with the issuance consummation of the transactions contemplated herein; (d) Seller shall have received the Eagle Credit Document Releases and provided complete copies thereof to Buyer; (e) Seller shall have delivered, or caused to be delivered, the items set forth in Section 7.2(b) that are required to be delivered by (or on behalf of) it; and (f) Seller shall have delivered, or cause to be delivered, the Acquisition Reserve Report (as defined in the Commitment Letter). For the avoidance of doubt, Parent and Buyer acknowledge that Parent and Buyer’s securities as part obligations to consummate the transactions contemplated by this Agreement on the terms set forth herein are not conditioned upon the availability or consummation of the purchase price for Financing (or any other debt or equity financing) or receipt of the ATI Stockproceeds therefrom and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyerany Alternative Financing or any other debt or equity financing.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock asset purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer shall All state, local and other governmental approvals and all other consents or approvals of any third parties necessary to consummate the transactions contemplated by this Agreement must have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATIbeen received. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI Seller must have delivered to Buyer a certificate executed by the Secretary of ATI the Seller certifying (i) the names of the officers of ATI Seller authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI Seller pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI Seller authorizing the appropriate officers of ATI Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein; and (iii) copies of corporate resolutions adopted by the shareholders of Seller, if necessary, authorizing the directors and appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (fc) The Seller must have delivered to Buyer the Good Standing Certificate and the Lien Report as required by Section 4.2(e) of this Agreement. (d) Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI Seller, the Acquired Assets, and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATISeller. (e) The conveyance of the Acquired Assets to Buyer free and clear of any encumbrance other than those assumed by Buyer under this Agreement, discussions with ATIand the effective assignment and acceptance of assignment of all of Seller’s customers and vendorsrelated material contracts to Buyer, verification that including but not limited to the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment delivery by the mutual written consent Seller to the Buyer of Singer the executed Assignment of the Option to Acquire All Mineral Rights to 768.36 Acres of Railroad Land from Tonaquint, Inc., including a license by Tonaquint, Inc. to allow Buyer to conduct mining operations on the Railroad Land, and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer related Grant Deed in recordable form. (f) Seller must confirm its satisfaction in a writing have delivered to the SellerBuyer Grant Deeds in recordable form conveying unencumbered title (except for the Assumed Liabilities) to all real property assets included in the Acquired Assets, including but not limited to the Grant Deed in recordable form to the mineral rights on Railroad Land to be held in trust by Xxxxxxxxxx & Associates for the benefit of the parties in accordance with Section 4.2(g) of this Agreement. (g) Such directors Seller must have delivered to the Buyer an agreement signed by Tonaquint, Inc., which may be included in the Assignment of ATI as Option referenced in Section 7.1(f) of this Agreement, specifically permitting the Company shall have specified in writing shall have submitted their resignations (Buyer to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies conduct mining operations on the Company’s Board Railroad Land commencing on the Closing Date for as long as Buyer is not in default on the $400,000 of DirectorsAssumed Liabilities payable by it to Tonaquint, Inc., as described in Exhibit C of this Agreement. (h) All representations and warranties of ATI and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (i) ATI Seller must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI Seller prior to or at the Closing Date. (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s The obligation of Buyer to close the stock purchase as transactions contemplated in by this Agreement is conditioned upon subject to the occurrence or waiver satisfaction (unless waived in advance in writing by Buyer Buyer) of each of the followingfollowing conditions at or prior to the Closing: a. The timely filing of applications by Seller (aif any are required) Singer shall have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATI. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared Regulatory Approvals in accordance with GAAPthe terms of this Agreement; b. Buyer shall have received all required Regulatory Approvals, certified by an independent certified public accounting firm qualified regardless of whether Buyer or Seller was required to practice before apply for the Securities and Exchange Commissionsame, covering ATI’s two most recent fiscal years (including the authorization to establish Branch at Buyer’s expensethe location(s) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized Branch, without condition or restriction, with respect to sign this Agreement to which it is a party and all other documents and instruments executed the transactions contemplated by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents the applicable 15/30-day waiting period under section 18(c)(6) of the Federal Deposit Insurance Act (12 U.S.C. Section 1828(c)(6)) and instruments executed 12 C.F.R. Section 563.22(d)(3) shall have expired without objection by the Seller pursuant hereto and Office of Thrift Supervision or the United States Attorney General; c. No action or proceeding shall have been instituted or threatened on or before the Closing Date pertaining to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller.; (g) Such directors of ATI as the Company d. Seller shall have specified furnished the documents and satisfied the other requirements contemplated in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. Section 7.4; e. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI and Singer made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must Seller shall be true and correct as of the Closing Date with and Seller shall have performed all of its obligations and covenants under this Agreement; f. All applicable waiting periods, if any, required by Section 7A of the same force Clayxxx Xxx (commonly referred to as the "Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act," 15 U.S.C. Section 18a) and effect as if made on the rules promulgated thereunder shall have expired or have been waived and neither the Federal Trade Commission nor the Antitrust Division of the United States Department of Justice shall have instituted a proceeding alleging that the transactions contemplated by this Agreement violate Section 7 of the Clayxxx Xxx or Section 5 of the Federal Trade Commission Act; all applicable waiting periods under the Bank Merger Act and the rules promulgated thereunder shall have expired or have been waived; and g. Buyer shall have received an opinion of TCF Law Department, legal counsel for Seller, dated as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date., in form and substance satisfactory to Buyer and its counsel, to the effect that such counsel is of the opinion that: 1. Seller is a federal savings bank duly organized and existing in good standing under the laws of the United States and possesses full corporate power and all necessary approvals to own and operate its properties and to carry on its business as presently owned, operated and conducted by it. Seller is duly qualified to do business and is in good standing under the laws of the United States. Seller is a member in good standing of the Federal Home Loan Bank of Iowa and Seller's Accounts are insured by the FDIC to the fullest extent permitted under federal law, and to such counsel's knowledge (i) ATI must no proceedings for the termination or revocation of such insurance are pending, or threatened, and (ii) Seller is not currently under any cease and desist order; 2. The execution, delivery and performance by Seller of this Agreement and each of the bills of sale, assignments and other documents and instruments of Transfer executed in connection therewith have performed been duly authorized by all necessary corporate action, executed and complied delivered by, and each is a valid and binding obligation of, Seller, enforceable in accordance with all agreementsits terms, covenants except as limited by bankruptcy, insolvency, reorganization or other Laws relating to or affecting the enforcement of creditors' rights generally [including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act] and conditions except that courts might award money damages rather than specific performance; 3. Seller has good and marketable title to the Assets subject to no lien, conditional sale agreement, encumbrance, charge or title imperfection except as set forth in the Schedules hereto or as set forth in such opinions and except with respect to the Permitted Encumbrances; 4. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not violate any Law or violate any provision of, or result in the breach of, or accelerate or permit the acceleration of the performance required by the terms of the respective articles or bylaws of Seller, or any agreement known to such counsel after reasonable inquiry to which Seller is a party or by which it or any of its assets may be bound or any order, judgment or decree known to such counsel to be binding upon Seller, or result in the creation of any security interest, lien, charge or encumbrance upon any of the Assets under any agreement known to such counsel to which Seller is a party, or terminate or result in the termination of any such agreement; and 5. Upon consummation of the transactions provided for in this Agreement, Buyer will have good and marketable title to the Assets and will be the owner of the Purchased Accounts; and 6. There is no litigation or other proceeding or governmental investigation pending or threatened against or relating to Seller which might have a material adverse effect on or relating to the transactions contemplated by this Agreement. h. Buyer shall have satisfactorily completed within 15 days after the execution of this Agreement a due diligence review of Branch. Buyer shall have also completed an environmental assessment of the Real Property, reasonably acceptable to be performed or complied with by ATI prior to or at Buyer. The physical condition of the Branch and the Assets shall have remained materially the same in all respects from the date of such review under the preceding sentence until the Closing Date, ordinary wear and tear excepted; and i. Seller shall have provided in a format reasonably acceptable to Buyer, on or before the Closing Date, a history file of all accounts (in hard copy and microfiche format) and the reports listed on Schedule 7.3(j). (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock purchase transaction as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer shall have The Seller has delivered an updated list of assets and liabilities that is accurate and complete as of not more than five (5) business days prior to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATIClosing. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI the EllisLab Shareholder and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must the EllisLab Shareholder and Seller shall be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (ic) ATI must The EllisLab Shareholder and Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI them prior to or at the Closing Date. (jd) ATI Buyer must be satisfied in its sole and absolute discretion with its due diligence of the EllisLab Shareholder and Seller. (e) Buyer shall have signed received a UCC search from the Secretary of State for Oregon showing the existence or absence of liens, financing statements and other encumbrances recorded against any customary investor representation letters requested by of the Assets, dated not more than five (5) days prior to the Closing, and such report shall be satisfactory to Buyer in connection its sole and absolute discretion. (f) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (a) conduct the Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the issuance Business. From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall not take any action that would cause any of the Buyer’s securities as part changes, events or conditions described in Section 4.6 to occur. (g) From the date hereof until the Closing, Seller shall (a) afford Buyer and its representatives reasonable access to and the right to inspect all of the purchase price for real property, properties, assets, premises, books and records, contracts and other documents and data related to the ATI StockBusiness; (b) furnish Buyer and its representatives with such financial, operating and other data and information related to the Business as Buyer or any of its representatives may reasonably request; and (c) instruct the representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney- client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which will includemay be withheld for any reason, but Buyer shall not be limited to representations and warranties by ATI and Singer confirming their investment sophisticationcontact any suppliers to, knowledge, and experience, their financial condition, and their access to information regarding or customers of the BuyerBusiness.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s 's obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer Seller shall have delivered to the Company all certificates evidencing Singer’s Seller's ownership of 100% of the capital stock of ATINPS. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all All Taxes (except corporate income taxes) due and payable by ATI NPS without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s NPS' balance sheet delivered to Buyer. (dc) The financial condition of ATI NPS must be as set forth in the ATI NPS Financial Statements as of December 31September 30, 20052006, except for changes arising as a result of the conduct of ATI’s NPS' Business in the ordinary course of business, since December 31September, 20052006. ATI NPS must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s NPS' two most recent fiscal years (at Buyer’s NPS's expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s NPS' normal business practices consistently applied). (ed) ATI NPS must have delivered to Buyer a certificate executed by the Secretary of ATI NPS certifying (i) the names of the officers of ATI NPS authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI NPS pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI NPS authorizing the appropriate officers of ATI NPS to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (fe) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI NPS and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, NPS and discussions with ATI’s NPS' customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (gf) Such directors of ATI NPS as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI NPS shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s 's Board of Directors. (hg) All representations and warranties of ATI NPS and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI NPS or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI NPS and Singer Seller at the Closing that no material adverse change has occurred to ATI NPS or the Business between December 31September 30, 2005 2006 and the Closing Date. (ih) ATI NPS must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI NPS prior to or at the Closing Date. (ji) ATI NPS must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s 's securities as part of the purchase price for the ATI NPS Stock, which will include, but not be limited to representations and warranties by ATI NPS and Singer Seller confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s 's obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer Seller shall have delivered to the Company all certificates evidencing Singer’s Seller's ownership of 100% of the capital stock of ATIAHI. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all All Taxes (except corporate income taxes) due and payable by ATI AHI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s AHI's balance sheet delivered to Buyer. (dc) The financial condition of ATI AHI must not be materially different than as set forth in the ATI AHI Financial Statements as of December 31November 30, 20052006, except for changes arising as a result of the conduct of ATI’s Business AHI's business in the ordinary course of business, business since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied)October 2006. (ed) ATI AHI must have delivered to Buyer a certificate executed by the Secretary of ATI AHI certifying (i) the names of the officers of ATI AHI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI AHI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI AHI authorizing the appropriate officers of ATI AHI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller AHI pursuant hereto and to consummate the transactions contemplated herein. (fe) The Buyer must in its sole reasonable discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated AHI by this Agreementa date on or before February 7, 2007, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the BuyerAHI. The Buyer must confirm its satisfaction in a writing delivered to the Seller. In the event that no such writing is delivered to Seller on or before February 7, 2007, then this condition shall be deemed satisfied. (gf) Such directors of ATI AHI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the CompanyAHI. The directors of ATI AHI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s 's Board of Directors. (hg) All representations and warranties of ATI AHI and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI AHI or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI AHI and Singer Seller at the Closing that no material adverse change has occurred to ATI AHI or the Business its business between December 31November 30, 2005 2006 and the Closing Date. (ih) ATI AHI must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI AHI prior to or at the Closing Date. (ji) ATI Seller must have signed any a customary investor representation letters letter requested by the Buyer in connection with the issuance of the Buyer’s 's securities as part of the purchase price Purchase Price for the ATI AHI Stock, which will include, but not be limited to representations and warranties by ATI and Singer Seller confirming their his investment sophistication, knowledge, and experience, their his financial condition, and their his access to information regarding the Buyer. (j) AHI must have extinguished all long term loans and must have paid off all credit card debt prior to or at the Closing Date.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the followingfollowing with respect to the Closing: (a) Singer shall have Seller has delivered to the Company Buyer all certificates and related stock powers evidencing SingerSeller’s ownership conveyance of 100% 103,290,000 Shares of the capital Lux common stock of ATIto Buyer. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes All taxes (except corporate income taxes) due and payable by ATI Lux without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes taxes accrued but not yet payable must be reflected on ATILux’s balance sheet delivered to Buyer. (dc) The financial condition of ATI Lux must be as set forth in the ATI Lux Financial Statements as of December 31February 29, 20052012, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of businessthe conduct of Lux’s business since February 29, since December 31, 2005. ATI must submit 2012. (d) The current director of Lux shall duly appoint (effective as of the Closing) Xxxxxxx Xxxx to Buyer prior to or fill one of the vacancies on Lux’s Board of Directors as soon as practicable after its Chairman of the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied)Board. (e) ATI Lux must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI Lux authorizing the appropriate officers of ATI Lux to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller Lux pursuant hereto hereto, and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be reasonably satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this AgreementLux, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the SellerLux. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI Lux and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI Lux or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (ih) ATI Lux and Seller must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI Lux or the Seller prior to or at the Closing Date. (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s 's obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer Seller shall have delivered to the Company all certificates evidencing Singer’s Seller's ownership of 100% of the capital stock of ATIARS. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all All Taxes (except corporate income taxes) due and payable by ATI ARS without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s ARS's balance sheet delivered to Buyer. (dc) The financial condition of ATI ARS must not be materially different than as set forth in the ATI ARS Financial Statements as of December 31, 20052006, except for changes arising as a result of the conduct of ATI’s Business ARS's business in the ordinary course of business, business since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied)2006. (ed) ATI ARS must have delivered to Buyer a certificate executed by the Secretary of ATI ARS certifying (i) the names of the officers of ATI ARS authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI ARS pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI ARS authorizing the appropriate officers of ATI ARS to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller ARS pursuant hereto and to consummate the transactions contemplated herein. (fe) The Buyer must in its sole reasonable discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated ARS by this Agreementa date on or before June 30, 2007, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the BuyerARS. The Buyer must confirm its satisfaction in a writing delivered to the Seller. In the event that no such writing is delivered to Seller on or before June 30, 2007, then this condition shall be deemed satisfied. (gf) Such directors of ATI ARS, as the Company shall have specified in writing writing, shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the CompanyARS. The directors of ATI ARS shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s 's Board of Directors. (hg) All representations and warranties of ATI ARS and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI ARS or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI ARS and Singer Seller at the Closing that no material adverse change has occurred to ATI ARS or the Business its business between December 31, 2005 2006 and the Closing Date. (ih) ATI ARS must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI ARS prior to or at the Closing Date. (ji) ATI Seller must have signed any a customary investor representation letters letter requested by the Buyer in connection with the issuance of the Buyer’s 's securities as part of the purchase price Purchase Price for the ATI ARS Stock, which will include, but not be limited to representations and warranties by ATI and Singer Seller confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer. (j) ARS will supply ESP with a schedule of outstanding short and long-term debt, including a working line of credit and credit card balances, in an amount not to exceed $150,000, prior to or at the Closing Date. ESP agrees to transfer or otherwise extinguish said debt and close such accounts within 120 days of Closing, during which time ESP will service the debt in a manner consistent with the terms and conditions of the issuing creditor. (k) As a condition to the Closing, ARS will deliver audited financial statements of it covering the fiscal years ending December 31, 2005 and 2006, prepared in accordance with generally accepted accounting principles ("GAAP"), sufficient to enable the Company to comply with its SEC reporting requirements on Form 8-K. The Company will bear all of the expenses incurred for the audit.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s 's obligation to close the stock purchase transaction as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) Singer shall have The Parscale Shareholder has delivered an updated list of assets and liabilities that is accurate and complete as of not more than five (5) business days prior to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATIClosing. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer. (d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied). (e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the Seller. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI the Parscale Shareholder and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI or Singer must the Parscale Shareholder and Seller shall be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (ic) ATI must The Parscale Shareholder and Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI them prior to or at the Closing Date. (jd) ATI Buyer must be satisfied in its sole and absolute discretion with its due diligence of the Parscale Shareholder and Seller. (e) Buyer shall have signed received a report from the Secretary of State for Texas showing the existence or absence of liens, financing statements and other encumbrances recorded against any customary investor representation letters requested by of the Assets, dated not more than five (5) days prior to the Closing, and such report shall be satisfactory to Buyer in connection its sole and absolute discretion. (f) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (a) conduct the Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the issuance Business. From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall not take any action that would cause any of the Buyer’s securities as part changes, events or conditions described in Section 4.6 to occur. (g) From the date hereof until the Closing, Seller shall (a) afford Buyer and its representatives reasonable access to and the right to inspect all of the purchase price for real property, properties, assets, premises, books and records, contracts and other documents and data related to the ATI StockBusiness; (b) furnish Buyer and its representatives with such financial, operating and other data and information related to the Business as Buyer or any of its representatives may reasonably request; and (c) instruct the representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which will includemay be withheld for any reason, but Buyer shall not be limited to representations and warranties by ATI and Singer confirming their investment sophisticationcontact any suppliers to, knowledge, and experience, their financial condition, and their access to information regarding or customers of the BuyerBusiness.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the followingfollowing with respect to the Closing: (a) Singer shall Wytec International and Seller have delivered to the Company Buyer all certificates evidencing SingerSeller’s ownership or control of 100% 1,000,000 shares of the capital stock of ATIWytec International common stock. (b) Singer must have entered into the Employment Agreement and Non-Compete Agreement. (c) Other than the TRS tax, all Taxes All taxes (except corporate income taxes) due and payable by ATI Wytec International without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes taxes accrued but not yet payable must be reflected on ATIWytec International’s balance sheet delivered to Buyer. (dc) The financial condition of ATI Wytec International must be as set forth in the ATI Wytec International Financial Statements as of December October 31, 20052011, except for changes arising as a result of the conduct of ATIWytec International’s Business in the ordinary course of business, business since December October 31, 2005. ATI must submit to Buyer prior to or 2011. (d) The current director of Wytec International shall have appointed Xxxxxxx Xxxx and Xxxxx Xxxxxxx as soon directors and Xxxxxxx Xxxx as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before chief executive officer of Wytec International (effective as of the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently appliedClosing). (e) ATI Wytec International must have delivered to Buyer a certificate executed by the Secretary of ATI Wytec International certifying (i) the names of the officers of ATI Wytec International authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI Wytec International pursuant hereto, together with the true signatures of such officers; , and (ii) copies of corporate resolutions adopted by the Board of Directors of ATI Wytec International authorizing the appropriate officers of ATI Wytec International to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller Wytec International pursuant hereto hereto, and to consummate the transactions contemplated herein. (f) The Buyer must in its sole discretion be reasonably satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this AgreementWytec International, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers Wytec International and vendors, verification that its unencumbered ownership of the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per year at a Gross Profit of at least 15% for the Buyer. The Buyer must confirm its satisfaction in a writing delivered to the SellerPatents. (g) Such directors of ATI as the Company shall have specified in writing shall have submitted their resignations (to be effective as of the Closing) from the Board of Directors of the Company. The directors of ATI shall have duly appointed (effective as of the Closing) such other persons as the Company shall have designated to fill the vacancies on the Company’s Board of Directors. (h) All representations and warranties of ATI Wytec International and Singer Seller made in this Agreement or in any exhibit or schedule hereto delivered by ATI Wytec International or Singer Seller must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. Buyer must receive a written representation from ATI and Singer at the Closing that no material adverse change has occurred to ATI or the Business between December 31, 2005 and the Closing Date. (ih) ATI Wytec International must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by ATI Wytec International prior to or at the Closing Date. (j) ATI must have signed any customary investor representation letters requested by the Buyer in connection with the issuance of the Buyer’s securities as part of the purchase price for the ATI Stock, which will include, but not be limited to representations and warranties by ATI and Singer confirming their investment sophistication, knowledge, and experience, their financial condition, and their access to information regarding the Buyer.