Common use of Conditions Precedent to the Consummation of the Exchange Clause in Contracts

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC and NMC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC and IIC. 7.5 The representations and warranties made by NMC and IIC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC MBF and IIC TCC shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC TCC and NMC MBF shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC MBF duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC MBF and IICTCC. 7.5 The representations and warranties made by NMC MBF and IIC TCC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC ETS and IIC PMN shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC PMN and NMC ETS shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC ETS duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC ETS and IICPMN. 7.5 The representations and warranties made by NMC ETS and IIC PMN in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC ETS shall furnish NMC have furnished PMN with: (1) an agreement from each ETS shareholder who is an "affiliate" of ETS as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with a certified copy SEC Rules 144 and 145; (b) none of a resolution the shares of PMN common stock will be transferred by or resolutions duly adopted through the affiliate in violation of the Federal Securities Laws; (c) the affiliate acknowledges that PMN is under no obligation to register the sale, transfer, or the disposition of PMN common stock by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Sharesaffiliate.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC Each Party shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC and NMC each Party shall provide one another the other at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings a meeting of the shareholders Board of NMC Directors of each Party hereto duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC BKN and IICDYN. 7.5 The representations and warranties made by NMC BKN and IIC DYN in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by all Parties or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of DYN or BKN during or arising after the date of this Agreement) if approved by the parties to this Agreement. 7.6 IIC BKN and The BKN Shareholder Limited shall have furnished DYN with a certified copy of a resolution or resolutions duly adopted by the shareholders and Board of Directors of The BKN Shareholder Limited approving this Agreement and the transactions contemplated by it; 7.7 DYN shall furnish NMC The BKN Shareholder Limited with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICDYN, approving this Agreement and the transactions contemplated by it. 7.8 At closing, including the authorization Shareholder of BKN will produce the Common SharesAudited Accounts of BKN as at 30 June, 1999, audited by Ernst & Young showing a net asset value of (U.S.) $3,114,054.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC 6.1 GTM shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC GTM and NMC OSWE and CAC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 6.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings adopted by the manager of the shareholders of NMC duly and properly called for such purpose GTM in accordance with the applicable laws. 7.3 6.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 6.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC and IICCAC. 7.5 6.5 The representations and warranties made by NMC CAC and IIC GTM in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by CAC or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of OSWE during or arising after the date of this Agreement.) 7.6 IIC 6.7 OSWE shall furnish NMC CAC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICOSWE, approving this Agreement and the transactions contemplated by it, including the authorization representations required of the Common SharesOSWE in Article III.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC PSC, PDHO and IIC Merger Sub shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC PDHO, Merger Sub and NMC PSC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 7.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC PSC and IICPDHO. 7.5 7.4 The representations and warranties made by NMC PSC, PDHO and IIC Merger Sub in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC NCC and IIC SGI shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC SGI and NMC NCC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC NCC duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC NCC and IICSGI. 7.5 The representations and warranties made by NMC NCC and IIC SGI in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC ATNG shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC Patho and NMC ATNG shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC ATNG duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC ATNG and IICPatho. 7.5 The representations and warranties made by NMC ATNG and IIC Patho in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by ATNG or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of Patho or ATNG during or arising after the date of this Agreement.) 7.6 ATNG shall have furnished Patho with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of ATNG approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of ATNG; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of ATNG capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of ATNG as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of Patho common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any Patho common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by Patho on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that Patho is under no obligation to register the sale, transfer, or the disposition of Patho common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that Patho will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 7.6 IIC (4) Each shareholder of ATNG shall sign an Exchange Agreement as contained on Schedule A. 7.7 Patho shall furnish NMC ATNG with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICPatho, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC MASSTECH shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC GST and NMC MASSTECH shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC MASSTECH duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC MASSTECH and IICGST. 7.5 The representations and warranties made by NMC MASSTECH and IIC GST in this Agreement shall be true as though such representations and warranties given by each to the other at closing had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by MASSTECH or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of GST or MASSTECH) occurring or arising after the date of this Agreement. 7.6 IIC MASSTECH shall have furnished GST with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of MASSTECH approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of MASSTECH; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of MASSTECH capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of MASSTECH as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of GST common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any GST common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by GST on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that GST is under no obligation to register the sale, transfer, or the disposition of GST common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that GST will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. (4) Each U.S. citizen shareholder of MASSTECH shall sign a Consent/Subscription Agreement as contained on Exhibit "A". 7.7 GST shall furnish NMC MASSTECH with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICGST, approving this Agreement and the transactions contemplated by it, including . 7.8 The Shareholders of MASSTECH who are joining the authorization Board of GST as Directors shall have agreed to the Common Sharesform and content of their respective Service Agreements with GST or any UK subsidiary or associated company thereof as the case may be for a duration of no less than two years upon terms that are acceptable to them and to the Board of GST which shall have been signed and held in escrow pending the Closing Date.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC CAT shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC OSWE and NMC CAT shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CAT duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CAT and IICOSWE. 7.5 The representations and warranties made by NMC CAT and IIC OSWE in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by CAT or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of OSWE or CAT during or arising after the date of this Agreement.) 7.6 IIC CAT shall furnish NMC with have furnished OSWE with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, CAT approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of CAT; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of CAT capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of CAT as defined in the rules adopted under the Securities Act of 1933, including as amended, to the authorization effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the Common Sharesshares of OSWE common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any OSWE common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by OSWE on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that OSWE is under no obligation to register the sale, transfer, or the disposition of OSWE common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that OSWE will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC CICA and IIC American shall have performed and complied with all of its their respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC American and NMC CICA shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings a meeting of the shareholders of NMC American duly and properly called for such purpose purposes in accordance with the applicable laws. 7.3 This Agreement is in all things subject to the provisions of the applicable insurance laws and the regulations promulgated thereunder, and shall not become effective until all necessary approvals are obtained from the Commissioners of Insurance of the States of Colorado and Mississippi in accordance with the provisions of the laws of said states. CICA and American as soon as practical after the execution and delivery of this Agreement, agree to file and to use their best efforts to obtain such approvals of the transactions contemplated by this Agreement. Neither CICA nor American shall be obligated to file a suit or to appeal from any Commissioner's adverse ruling, nor shall CICA or American be obligated to make any material changes in any lawful, good faith management policy in order to gain such approval. In the event either approval is denied, this Agreement shall terminate. 7.4 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation regulation, or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 7.5 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CICA and IICAmerican. 7.5 7.6 The representations and warranties made by NMC CICA and IIC American in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by , except to the Board of Directors of IIC, approving this Agreement extent that such representations and the transactions contemplated by it, including the authorization warranties may be untrue on and as of the Common Shares.Effective Date because of (1) changes

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective DateInitial Closing and the Second Closing as the case may be: 7.1 NMC CKCB and IIC XXXX shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date Initial Closing and IIC Second Closing and NMC XXXX and CKCB shall provide one another at the Initial Closing and Second Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Initial Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CKCB duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CKCB and IICXXXX. 7.5 The representations and warranties made by NMC CKCB and IIC XXXX in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Initial Closing Date and as of the Second Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC SJP shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC BCOIII and NMC SJP shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings adopted by the manager of the shareholders of NMC duly and properly called for such purpose SJP in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC SJP and IICBCOIII. 7.5 The representations and warranties made by NMC SJP and IIC BCOIII in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by SJP or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of BCOIII or SJP during or arising after the date of this Agreement.) 7.6 SJP shall have furnished BCOIII with: (1) a certified copy of a resolution or resolutions duly adopted by a "MAJORITY OF MEMBERS", as such term is defined in the operating agreement for SJP, approving this Agreement and the transactions contemplated by it; (2) an opinion of its counsel dated as of the Closing Date in accordance with 7.5 hereof; (3) an agreement from each member-"affiliate" of SJP as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of BCOIII common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any BCOIII common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by BCOIII on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that BCOIII is under no obligation to register the sale, transfer, or the disposition of BCOIII common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that BCOIII will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 7.6 IIC 7.7 BCOIII shall furnish NMC SJP with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICBCOIII, approving this Agreement and the transactions contemplated by it. 7.8 All outstanding liabilities of BCOIII shall have been paid and released prior to closing. 7.9 Encore Capital shall have delivered a fully executed Stock Subscription Agreement between BCOIII and Encore Capital for a $1,500,000 investment in Preferred Convertible Stock. 7.10 BCOIII shall appoint, including at closing, Xxxxxx Xxxxxxxxx as President of BCOIII and, subject to filing a Form 14f with the authorization of the Common SharesSEC and mailing to shareholders required thereby, shall appoint Mardikian as a director and such other persons as Xxxxxxxxx may direct.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC NELX shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC LAC and NMC NELX shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC LAC duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC NELX and IICLAC. 7.5 The representations and warranties made by NMC NELX and IIC LAC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by NELX or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of LAC or NELX during or arising after the date of this Agreement.) 7.6 LAC shall have furnished NELX with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of LAC approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of LAC; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of LAC capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of LAC as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of NELX common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any NELX common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by NELX on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that NELX is under no obligation to register the sale, transfer, or the disposition of NELX common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that NELX will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 7.6 IIC 7.7 NELX shall furnish NMC LAC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICNELX, approving this Agreement and the transactions contemplated by it. 7.8 a) LAC shall provide all books and records necessary to and pay for and obtain an audit from Certified Public Accountants for LAC, including current to date, pursuant to Reg. S-X under the authorization Securities and Exchange Act of the Common Shares1934.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC CB shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC OSWE and NMC CB shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CB duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject Subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CB and IICOSWE. 7.5 The representations and warranties made by NMC CB and IIC OSWE in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by CB or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of OSWE or CB during or arising after the date of this Agreement.) 7.6 IIC CB shall furnish NMC with have furnished OSWE with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, CB approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of CB; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of CB capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of CB as defined in the rules adopted under the Securities Act of 1933, including as amended, to the authorization effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the Common Sharesshares of OSWE common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any OSWE common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by OSWE on SEC Form 1O-Q or otherwise; and (d) the affiliate acknowledges that OSWE is under no obligation to register the sale, transfer, or the disposition of OSWE common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that OSWE will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC AMI shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC NELX and NMC AMI shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC AMI duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC AMI and IICNELX. 7.5 The representations and warranties made by NMC AMI and IIC NELX in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by AMI or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of NELX or AMI during or arising after the date of this Agreement.) 7.6 AMI will have sought and obtained from its legal counsel an opinion in form and substance satisfactory to AMI to the effect that: if the transactions contemplated hereby are consummated in accordance with the terms of this Agreement, they will constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"); NELX and AMI will each be a party to the reorganization; no gain or loss will be recognized pursuant to the Code by NELX or AMI as a consequence of the transactions contemplated hereby; AMI will succeed to and take into account the items of NELX described in the Code; when a AMI shareholder receives solely NELX common stock in accordance with the transactions contemplated hereby, such AMI shareholder will not recognize gain or loss; the basis for the NELX common stock to be received by AMI shareholders will be the same as the basis for the shares of AMI stock they surrender in connection with the transactions contemplated hereby; and the holding period for any AMI shareholder of the NELX common stock received in the transactions contemplated hereby will include the period during which the shares of the AMI stock surrendered were held provided that the AMI stock was a capital asset in the hands of such AMI shareholder on the Effective Date. 7.7 AMI shall have furnished NELX with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of AMI approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of AMI; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of AMI capital stock approving this Agreement and the transactions contemplated by it; (3) an opinion of its counsel dated as of the Closing Date in accordance with 7.6 hereof; (4) an agreement from each "affiliate" of AMI as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of NELX common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any NELX common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by NELX on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that NELX is under no obligation to register the sale, transfer, or the disposition of NELX common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that NELX will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 7.6 IIC (5) Each U.S. citizen shareholder of AMI shall sign a Consent/ Subscription Agreement as contained on Exhibit "A". 7.8 NELX shall furnish NMC AMI with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICNELX, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC MASSTECH shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC GST and NMC MASSTECH shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings by a majority of more than 75% of the shareholders of NMC MASSTECH duly and properly called for such purpose in accordance with the applicable lawspurpose. 7.3 No Other than disclosed herein no action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC and IIC. 7.5 The representations warranties and warranties disclosures made by NMC MASSTECH and IIC GST in this Agreement shall be true as though such representations warranties and warranties disclosures given by each to the other at closing had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by , except to the Board of Directors of IIC, approving this Agreement extent that such representations warranties and the transactions contemplated by it, including the authorization disclosures may be untrue on and as of the Common SharesClosing Date because of (1) changes caused by transactions suggested or approved in writing by MASSTECH or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of GST or MASSTECH) occurring or arising after the date of this Agreement.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement Exchange, on or before the Effective Date: 7.1 NMC Citizens and IIC Combined shall have performed and complied with all of its their respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC and NMC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein Agreement shall have been duly and validly authorized, approved and adopted, at meetings a meeting of the shareholders of NMC Combined duly and properly called for such purpose in accordance with the applicable lawslaw. 7.3 This Agreement is in all things subject to the provisions of the applicable insurance laws and the regulations promulgated thereunder, and shall not become effective until approval of the Exchange is obtained from the Commissioner of Insurance of the State of Texas (and any other governmental entity with jurisdiction over the transaction) in accordance with the provisions of the laws of said state. Citizens and Combined agree, as soon as practical after the execution and delivery of this Agreement, to file and to use commercially reasonable efforts to obtain such approval of the transactions contemplated by this Agreement. Neither Citizens nor Combined shall be obligated to file a suit or to appeal from any adverse ruling by the Commissioner of Insurance of the State of Texas, and neither Citizens nor Combined shall be obligated to make any material changes in any lawful, good faith management policy in order to gain such approval. 7.4 No action, suit or proceeding shall have been instituted or shall have been threatened in writing before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated hereinExchange, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds ground that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation regulation, or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC and IIC. 7.5 The representations and warranties made by NMC Citizens and IIC Combined in this Agreement shall be true in all material respects as though such representations representation and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by each party hereto or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of Citizens or Combined) during or arising after the date of this Agreement. 7.6 IIC Combined shall furnish NMC with have furnished Citizens with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICCombined approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of Combined; (2) a certified copy of a resolution or resolutions duly adopted by the requisite number of shareholders of Combined approving this Agreement and the transactions contemplated by it in accordance with applicable law; (3) an opinion of Sneed, Vine & Perry, P.C., counsel to Combined. dated as of the Efxxxxxve Date as set forth in Exhibit E attached hereto; and (4) an agreement from each "affiliate" of Combined, in the form attached as Exhibit F. 7.7 Citizens shall furnish Combined with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Citizens, approving this Agreement and the transactions contemplated by it; and (2) opinions of Jones & Keller, including the authorization P.C., counsel for Citizens, dated as of the Common SharesEffectxxx Xate, xx xet forth in Exhibits G and H attached hereto. 7.8 Citizens and Combined shall approve and file the Articles of Exchange, consistent with this Agreement, for this transaction with the requisite governmental authorities. 7.9 The Closing of the Plan and Agreement of Exchange for the common stock of Lifeline Underwriters Life Insurance Company ("Lifeline") shall occur simultaneously with the closing of the Exchange. 7.10 On or before Closing Date, Combined will implement a plan reasonably acceptable to Citizens that will replace the three insurance policy assets shown on page two of Combined's statutory statement (the "Policies") with cash or other liquid, admissible assets of equal values acceptable to Citizens.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC and IIC Each party shall have performed and complied in all material respects with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC CLM and NMC CNG shall provide one another at the Closing with a an officer's certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CNG duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CNG and IICCLM. 7.5 The representations and warranties made by NMC CNG and IIC CLM in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by CNG and CLM, or (2) events or changes which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CLM or CNG during or arising after the date of this Agreement. 7.6 IIC CNG shall have furnished CLM with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of CNG approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of CNG; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of CNG capital stock approving this Agreement and the transactions contemplated by it; (3) an opinion of its counsel dated as of the Closing Date in accordance with 7.6 hereof; (4) an agreement from each "affiliate" of CNG as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of CLM common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any CLM common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by CLM on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that, except as provided in Section 7.11 of this Agreement, CLM is under no obligation to register the sale, transfer, or the disposition of CLM common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that CLM will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. (5) Each shareholder of CNG shall sign a Consent/Subscription Agreement as contained on Exhibit "C". 7.7 CLM shall furnish NMC CNG with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICCLM, approving this Agreement and the transactions contemplated by it, including . CLM shall furnish a legal opinion to CNG attesting to the authorization proprietary and legality of the Common transaction involving the shareholders and the directors of CLM so as to be in accordance with all applicable laws and the by-laws of CLM. 7.8 CNG shall have concluded and be reasonably satisfied with all of its due diligence regarding CLM, and CLM shall have concluded and be reasonably satisfied with all of its due diligence regarding CNG. 7.9 The current officers and directors of CLM shall resign concurrent with closing, after duly appointing the directors listed on Schedule 7.9 as new directors to CLM. 7.10 As an incident to the share exchange transactions and as a predicate and condition to them, CNG has deposited twenty-five thousand eight hundred and seventy-five ($25,875) dollars in the escrow account of Xxxxxxx X. Xxxxxxx, Esq. solely for the purpose of paying a maximum of twenty-five thousand eight hundred and seventy-five ($25,875) dollars of liabilities, and/or any combination of other claims, actions and/or debts of CLM simultaneously at the time of closing. In the event any debts, claims and/or actions either separately and/or combined exceed twenty-five thousand eight hundred and seventy-five ($25,875) dollars, CLM shall be responsible and liable to pay such amounts in excess of twenty-five thousand eight hundred and seventy-five ($25,875) dollars. Prior to closing, CLM shall provide a detailed list of creditors and/or claimants for the twenty-five thousand eight hundred and seventy-five ($25,875) dollars including but not limited to names, amounts, addresses, and telephone numbers of said parties. 7.11 CNG and, after the Closing Date, CLM, covenants that it will register all of the shares (collectively, the "Affiliate Shares") of CLM owned by Xxxxxx Xxxxxx, Xxxx X. Xxxxxxxxxx and Xxxx Xxxxxx (collectively, the "Affiliates") on the first registration statement filed by CLM after the Closing Date under the Securities Act of 1933, as amended (other than on Form S-8), in order to register all of the Affiliate Shares under Section 5 of the Act ("Piggyback Registration Rights"). This covenant by CNG and CLM to confer Piggyback Registration Rights on the Affiliates is a material incentive to CLM and the Affiliates entering into this Agreement, and said Affiliates will have a right to all remedies at law or in equity in the event of a breach of this covenant by CNG and, after the Closing Date, CLM, and payment of all damages resulting therefrom.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC CPI shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC CGS and NMC CPI shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CPI duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CPI and IICCGS. 7.5 The representations and warranties made by NMC CPI and IIC CGS in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by CPI or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CGS or CPI during or arising after the date of this Agreement.) 7.6 CPI will have sought and obtained from its legal counsel an opinion in form and substance satisfactory to CPI to the effect that: if the transactions contemplated hereby are consummated in accordance with the terms of this Agreement, they will constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"); CGS and CPI will each be a party to the reorganization; no gain or loss will be recognized pursuant to the Code by CGS or CPI as a consequence of the transactions contemplated hereby; CPI will succeed to and take into account the items of CGS described in the Code; when a CPI shareholder receives solely CGS common stock in accordance with the transactions contemplated hereby, such CPI shareholder will not recognize gain or loss; the basis for the CGS common stock to be received by CPI shareholders will be the same as the basis for the shares of CPI stock they surrender in connection with the transactions contemplated hereby; and the holding period for any CPI shareholder of the CGS common stock received in the transactions contemplated hereby will include the period during which the shares of the CPI stock surrendered were held provided that the CPI stock was a capital asset in the hands of such CPI shareholder on the Effective Date. 7.7 CPI shall have furnished CGS with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of CPI approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of CPI; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of CPI capital stock approving this Agreement and the transactions contemplated by it; (3) an opinion of its counsel dated as of the Closing Date in accordance with 7.6 hereof; (4) an agreement from each "affiliate" of CPI as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of CGS common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any CGS common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by CGS on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that CGS is under no obligation to register the sale, transfer, or the disposition of CGS common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that CGS will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 7.6 IIC (5) Each U.S. citizen shareholder of CPI shall sign a Consent/Subscription Agreement as contained on Exhibit "A." 7.8 CGS shall furnish NMC CPI with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICCGS, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC GWI and IIC IVG shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC IVG and NMC GWI shall provide one another the other at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Effective Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings a meeting of the shareholders of NMC GWI duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC GWI and IICIVG. 7.5 The representations and warranties made by NMC GWI and IIC IVG in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by GWI or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of IVG or GWI during or arising after the date of this Agreement.) 7.6 GWI shall have furnished IVG with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of GWI approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of GWI; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of GWI capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of GWI as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of IVG common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any IVG common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by IVG on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that IVG is under no obligation to register the sale, transfer, or the disposition of IVG common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that IVG will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Effective Date. 7.6 IIC (4) Each participating shareholder of GWI shall sign a Consent/ Subscription Agreement as contained on Exhibit "A". 7.7 IVG shall furnish NMC GWI with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICIVG and a majority of the shareholders of IVG, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC and IIC CB shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC OSWE and NMC CB shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC CB duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC CB and IICOSWE. 7.5 The representations and warranties made by NMC CB and IIC OSWE in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Effective Date because of (1) changes caused by transactions suggested or approved in writing by CB or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of OSWE or CB during or arising after the date of this Agreement.) 7.6 IIC CB shall furnish NMC with have furnished OSWE with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, CB approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of CB; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding shares of CB capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of CB as defined in the rules adopted under the Securities Act of 1933, including as amended, to the authorization effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the Common Sharesshares of OSWE common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any OSWE common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been published by OSWE on SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges that OSWE is under no obligation to register the sale, transfer, or the disposition of OSWE common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that OSWE will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to for the consummation of the Agreement on or before the Effective Date:Closing Date (any or which may be waived in writing by the party who is the beneficiary of the obligation): 7.1 NMC BBMF and IIC ECWC shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC ECWC and NMC BBMF shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the board of directors and/or shareholders of NMC BBMF (as may be required to duly authorize and approve the entering into and completion of this transaction) properly called for such purpose in accordance with the applicable laws. This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the board of directors and/or shareholders of ECWC (as may be required to duly authorize and approve the entering into and completion of this transaction) properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC BBMF and IICECWC, respectively. 7.5 The representations and warranties made by NMC BBMF and IIC ECWC, respectively, in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement Exchange, on or before the Effective Date: 7.1 NMC Citizens and IIC Lifeline shall have performed and complied with all of its their respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC and NMC shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein Agreement shall have been duly and validly authorized, approved and adopted, at meetings a meeting of the shareholders of NMC Lifeline duly and properly called for such purpose in accordance with the applicable lawslaw. 7.3 This Agreement is in all things subject to the provisions of the applicable insurance laws and the regulations promulgated thereunder, and shall not become effective until approval of the Exchange is obtained from the Commissioner of Insurance of the State of Texas (and any other governmental entity with jurisdiction over the transaction) in accordance with the provisions of the laws of said state. Citizens and Lifeline agree, as soon as practical after the execution and delivery of this Agreement, to file and to use commercially reasonable efforts to obtain such approval of the transactions contemplated by this Agreement. Neither Citizens nor Lifeline shall be obligated to file a suit or to appeal from any adverse ruling by the Commissioner of Insurance of the State of Texas, and neither Citizens nor Lifeline shall be obligated to make any material changes in any lawful, good faith management policy in order to gain such approval. 7.4 No action, suit or proceeding shall have been instituted or shall have been threatened in writing before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated hereinExchange, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds ground that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation regulation, or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC and IIC. 7.5 The representations and warranties made by NMC Citizens and IIC Lifeline in this Agreement shall be true in all material respects as though such representations representation and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by each party hereto or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of Citizens or Lifeline) during or arising after the date of this Agreement. 7.6 IIC Lifeline shall furnish NMC with have furnished Citizens with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, Lifeline approving this Agreement and the transactions contemplated by it, including it and directing the authorization submission thereof to a vote of the Common Shares.shareholders of Lifeline; (2) a certified copy of a resolution or resolutions duly adopted by the requisite number of shareholders of Lifeline approving this Agreement and the transactions contemplated by it in accordance with applicable law; (3) an opinion of Sneed, Vine & Perry, P.C., counsel to Lifeline. dated as of the Efxxxxxve Date as set forth in Exhibit E attached hereto; and (4) an agreement from each "affiliate" of Lifeline, in the form attached as Exhibit F.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Closing Date: 7.1 NMC XPI and IIC BVC shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Closing Date and IIC BVC and NMC XPI shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC XPI duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC XPI and IICBVC. 7.5 The representations and warranties made by NMC XPI and IIC BVC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC XPI shall have furnished BVC with: (1) Audited Financial Statements to December 31, 2004 prepared in accordance with Securities Exchange Regulations as applicable. a) BVC shall furnish NMC XPI with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IICBVC, approving this Agreement and the transactions contemplated by it, including and appointing new officers and directors as contemplated in this agreement. b) BVC shall have filed its 10Qsb for period ended November 30, 2004 with the authorization of the Common SharesSecurities Exchange Commission pursuant to applicable rules.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC SRE and IIC DS shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC DS and NMC SRE shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC SRE duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC SRE and IICDS. 7.5 The representations and warranties made by NMC SRE and IIC DS in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.

Conditions Precedent to the Consummation of the Exchange. The following are conditions precedent to the consummation of the Agreement on or before the Effective Date: 7.1 NMC NBTI and IIC SCRE shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Effective Date and IIC SCRE and NMC NBTI shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of NMC NBTI duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for NMC NBTI and IICSCRE. 7.5 The representations and warranties made by NMC NBTI and IIC SCRE in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date. 7.6 IIC shall furnish NMC with a certified copy of a resolution or resolutions duly adopted by the Board of Directors of IIC, approving this Agreement and the transactions contemplated by it, including the authorization of the Common Shares.