Common use of Conditions to Buyer’s Obligations Clause in Contracts

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel) of $30,000; F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received 's transfer agent to reserve such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary number of shares of Common Stock equal to effect a closing at least 19.9% of the matters herein contemplated; I. Delivery by total outstanding shares of Common Stock on the Company Closing Date for issuance of an enforceability opinion from its outside counsel in form the Conversion Shares and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase and pay for the Securities on Assets is subject to the satisfaction (or waiver by Buyer) as of the Closing Date pursuant to this Agreement is conditioned uponof the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date a) Each of the representations and warranties of the Company contained made by Seller in this Agreement shall be true and correct in all material respects when made and on and as if made on of the Closing Date (except for as though such representations and warranties which, by their express terms, speak were made on and as of Closing Date (unless such representation or warranty is made on and relate to as of a specified specific date, in which case such accuracy it shall be measured true and correct in all material respects as of such specified date), excluding, however, any inaccuracies or changes in the representations and warranties made by Seller resulting from any action, condition or matter that is (i) and the performance expressly permitted or contemplated by the Company terms of this Agreement, (ii) within Buyer’s Knowledge prior to the expiration of the Due Diligence Period, or, subject to Section 3.3, prior to the Closing, or (iii) a result of events or occurrences outside of the reasonable control of Seller after the mutual execution of this Agreement. (b) Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Seller on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on Closing. (c) No order or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ injunction of any court or public administrative agency of competent jurisdiction nor any statute, rule, regulation or governmental authority restraining, enjoining or otherwise prohibiting executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the transactions Closing which restrains or prohibits the transfer of the Assets or the consummation of any other transaction contemplated by this Agreement;hereby. G. (d) The Title Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for committed to issue the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;Title Policy. H. (e) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing all of the matters herein contemplated;documents required to be delivered by Seller under Section 6.2 (or such documents shall have been delivered to Escrow Agent to be held in escrow and delivered to Buyer at Closing). I. Delivery by (f) Seller shall have terminated the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Management Agreement.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation In addition to purchase the Securities on conditions set forth in Section 8.3, the obligations of Buyer to effect the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe following conditions, any one or more of which may be waived in writing by Buyer: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained Seller set forth in this Agreement shall be true and correct in all material respects (i) as if of the date of this Agreement and (ii) as of the Closing Date as though made on as of the Closing Date (giving effect to the Updated Schedules), except for representations that any such representation and warranties which, by their express terms, speak warranty that is given as of a particular date or period and relate relates solely to a specified date, in which case such accuracy particular date or period shall be measured true and correct in all material respects only as of such specified datedate or period; provided, however, that with respect to any representation or warranty or portion thereof that is qualified by Material Adverse Effect, materiality or similar qualifier, such representation or warranty or portion thereof shall be true and correct in all respects; (b) Seller shall have performed and complied with in all material respects all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; (c) Seller shall have caused to be delivered to Buyer a certificate executed by a duly authorized officer of Seller certifying that the conditions set forth in Sections 8.1(a) and (b) have been satisfied; (d) Except as set forth on Schedule 8.1(d), Seller shall deliver to Buyer certificates as to the performance by the Company in all respects on or before the Closing Date of all covenants and agreements good standing of the Company required to be performed by it pursuant to this Agreement on or before and the Closing DateSubsidiaries in the respective jurisdictions of their organization, all of which shall be confirmed to Buyer by delivery together with a copy of the certificate Certificate of the chief executive officer Incorporation of the Company to that effectcertified by the Secretary of State of the State of New York; C. There not having occurred (ie) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case Seller shall deliver to Buyer resolutions of the foregoing existing at board of directors of Seller and the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any finance committee of the transactions contemplated board of directors of Seller, certified by this Agreement; G. The Company shall have obtained all consentsthe Secretary or Assistant Secretary of Seller, approvals or waivers from governmental authorities approving and third persons necessary for authorizing the execution, delivery and performance of this Agreement and the Documents and consummation of the transactions contemplated thereby, all without material cost hereby; (f) Seller shall deliver a certificate of the Secretary or Assistant Secretary of Seller as to the Companyincumbency of the officer executing this Agreement on behalf of Seller and the genuineness of such officer’s signature; H. (g) No event or condition shall have occurred since the date hereof which, individually or in the aggregate, has had any Material Adverse Effect; (h) Buyer shall have received an opinion from counsel to Seller, with respect to the matters set forth on Schedule 8.1(h) hereto; (i) The agreement with the City of New York, in substantially the form attached hereto as Schedule 8.1(i), shall have been executed by the parties thereto; (j) Buyer shall have received the Release from Seller; (k) Seller shall have provided Buyer with the resignations of the members of the boards of directors of the Company and the Subsidiaries resigning their respective positions as such additional documentsdirectors; (l) All authorizations, certificatesfilings, paymentnotifications, assignmentsconsents, transfers orders and approvals set forth on Schedule 5.3 other deliveries than the Excluded Consents shall, as it applicable, have been made or obtained, and shall be in full force and effect; provided, however, that any such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Buyer (or any of its Affiliates) pay or provide any compensation or service to or at the direction of a Governmental Authority or to or at the direction of a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its legal counsel designee or to a third party other than a Governmental Authority or such third party’s designee (other than as may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees be specifically set forth in the amount Permit, Lease, or contract at issue and except for the payment of $5,000routine filing fees), shall not be considered an authorization, filing, notification, consent, order or approval satisfying this Section 8.1(l) unless Buyer agrees in its sole and unfettered discretion to pay or provide such compensation or service or incur such obligation (or to cause or permit any of its Affiliates to pay or provide such compensation or service or incur such obligation); and (m) To the extent that an Excluded Consent has not been obtained, any authorization, filing, notification, consent, order or approval required to be made to or obtained from a Governmental Authority or a third party other than a Governmental Authority in order to terminate, on or prior to the Closing Date, the certificate of public convenience and necessity (or comparable authority) to which such Excluded Consent relates shall, as applicable, have been made or obtained and shall be in full force and effect; provided, however, that any such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Buyer (or any of its Affiliates) pay or provide any compensation or service to or at the direction of a Governmental Authority or to or at the direction of a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its designee or to a third party other than a Governmental Authority or such third party’s designee (other than as may be specifically set forth in the Permit, Lease, or contract at issue and except for the payment of routine filing fees), shall not be considered an authorization, filing, notification, consent, order or approval satisfying this Section 8.1(m) unless Buyer agrees in its sole and unfettered discretion to pay or provide such compensation or service or incur such obligation (or to cause or permit any of its Affiliates to pay or provide such compensation or service or incur such obligation).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date pursuant to this Agreement is conditioned upon:(any one or more of which may be waived in writing at the option of Buyer): A. Delivery by the Company of the Debenture(i) The representations and warranties set forth in Sections 3.01 (Authorization; Valid and Binding Agreement), 3.03 (Ownership), 3.05 (Brokerage), 4.01 (Organization and Corporate Power; Newco), 4.05 (Capital Stock), 4.09 (Tax Matters), 4.13(d) (Employee Benefits) and 4.19 (Brokerage) (collectively, the Conversion Warrant "Fundamental Representations") shall be true and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties in the Fundamental Representations that address matters as of particular dates (which shall be true and correct in all material respects as of the applicable date); provided, however, that the Fundamental Representations that are qualified as to "material", "materiality", "in all material respects" or "Material Adverse Effect" shall be true and correct in all respects, and (ii) all other representations and warranties set forth in Articles 3 and 4 shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties in such other representations and warranties that address matters as of particular dates (which shall be true and correct in all respects as of the applicable date), in each case disregarding all qualifications as to "material", "materiality", "in all material respects" or "Material Adverse Effect" (other than with respect to the representations and warranties in the first sentence of Section 4.07 (Absence of Certain Developments) and reference to the Company contained in this Agreement as if made on defined term "Material Contract") except where the Closing Date (except for failure of such other representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There so true and correct would not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all or Buyer’s waiver thereof, which Buyer may give or withhold in its sole discretion: (a) The representations and warranties of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed forSeller, the Common Stock on Owners and the OTCBB/Pink SheetOwner Entity Shareholders contained in this Agreement and in any certificate delivered by Seller, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States Owners or any of the Owner Entity Shareholders pursuant hereto shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) at and as of the Closing Date as if made at and as of the Closing Date, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller and each of the Owners shall have performed in all material respects all of its territoriesrespective covenants, protectorates agreements, conditions and obligations required to be performed and complied with by it under this Agreement prior to the Closing; (c) Seller shall have delivered to Buyer satisfactory evidence that all Indebtedness has been paid or possessions satisfied or will be satisfied at Closing by payment of the applicable portion of the Closing Payment by Buyer to creditors of Seller (iv) other than creditors owed amounts less than $5,000 individually or $50,000 in the case of aggregate) and that all Liens, other than Permitted Liens, affecting the foregoing existing at Assets have been released; (d) Between the date of this Agreementhereof and the Closing Date, a material acceleration or worsening thereof; D. There there shall not having have occurred any event Material Adverse Effect or development, and there being any development that would result in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (e) Owners and Seller’s President shall have approved this Agreement and the transactions contemplated hereby to the extent required by Law and Seller’s certificate of formation, the Seller Operating Agreement and other applicable documents; (f) All third party consents that are required for the Seller’s consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect; (g) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (h) Buyer shall have received a fairness opinion from Duff and Xxxxxx LLC, that the transaction contemplated herein is fair to the Buyer and its shareholders from a financial point of view; (i) Seller shall have delivered or caused to be delivered each of the following to Buyer: (i) the Xxxx of Sale, Assignment and Assumption Agreement duly executed by Seller as of the Closing Date; (ii) a duly executed employment agreement between Xxxxx Xxxxxx and Buyer substantially in the form of Exhibit C (the “Austin Employment Agreement”) and duly executed employment agreements between each of Xxx Xxxx and Xxxx Xxxxxx and Buyer substantially in the form of Exhibit C-1 (the “Additional Management Employment Agreements”); and (iii) certificates from each of Seller, Owners and Owner Entity Shareholders, dated the Closing Date, stating that the conditions set forth in Sections 9.01(a) and (c) have been satisfied with respect to such party; (iv) Invention Assignment Agreements duly executed by each Transferring Employee, substantially in the form of Exhibit D (collectively, the “Invention Assignment Agreements”); (v) an opinion of counsel to Seller, dated as of the Closing Date, addressed to Buyer, in a form reasonably agreed by Buyer’s counsel and Seller’s counsel; and (vi) An executed sublease substantially in the form attached hereto as Exhibit E for Seller’s facility located at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx for a term of six months from the Closing Date (the “Sublease”); and (vii) Non-Competition Agreements duly executed by Seller, each Owner and each Owner Entity Shareholder, substantially in the form attached hereto as Exhibit F. (viii) Duly executed Investment Letters from each of the Owner Entity Shareholders in a form reasonably agreed by the parties. (j) ProfitMark and HMTS shall have delivered to Buyer reimbursement a Xxxx of Buyer's reasonable out-of-pocket costs Sale, Assignment and expenses incurred Assumption Agreement transferring to Buyer all of their respective rights and interests in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees assets used in the amount of $5,000Business.

Conditions to Buyer’s Obligations. The Company understands obligation of Buyer to take the actions required to be taken by it at the Closing is subject to the satisfaction of each of the following conditions precedent at or prior to the Closing, or written waiver of the same in whole or in part executed and delivered by Buyer to Seller at or prior to the Closing: (a) Seller’s representations and warranties set forth in Article III shall be true and correct in all material respects (and those representations and warranties that Buyer's obligation to purchase are qualified with the Securities use of the word “material” or similar words shall be true and correct in all respects) on the date of this Agreement and at and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant as though then made and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on as though the Closing Date had been substituted for the date of the this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date shall be true and correct in all material respects (and those representations and warranties that are qualified with the use of the Company word “material” or similar words shall be true and correct in all respects) on and as of such date; (b) Seller shall have performed and complied, in all material respects, with each of its agreements and obligations contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required that are contemplated hereunder to be performed prior to or at the Closing; (c) Each of the Required Consents shall have been confirmed in writing in form and substance reasonably satisfactory to Buyer, shall have been duly executed and delivered by it pursuant the applicable consenting Person to this Agreement on or before the Closing Date, all of which Buyer and to Seller and shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that in full force and effect; C. There not having occurred (id) No Litigation shall be pending or threatened challenging or seeking to prevent or delay consummation of any general suspension of trading inthe Transaction; (e) No Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable that prohibits or restricts in any way, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity that would reasonably be expected to result directly or indirectly involving in the United States prohibition or restriction in any way of, the enforceability of any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of Seller’s obligations under this Agreement, a material acceleration the consummation of any of the Transaction or worsening thereofthe Closing; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (f) Seller shall have executed, obtained and delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any each of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsagreements, certificates, paymentgovernmental transfers, assignments, transfers instruments and other deliveries as it or its legal counsel may reasonably request documents that Seller is obligated to execute, obtain and as are customary deliver pursuant to effect a closing of the matters herein contemplatedSection 2.7(b)(i), and such agreements, government transfers, certificates and instruments so executed, obtained and delivered shall be in full force and effect; I. Delivery (g) Releases of all Encumbrances on the Acquired Assets other than Permitted Encumbrances, including releases of each mortgage of record and reconveyances of each deed of trust with respect to each parcel of Owned Real Property, financing statement terminations and other collateral agreement releases, shall have been confirmed in writing in form and substance reasonably satisfactory to Buyer, shall have been duly executed and delivered by the Company of an enforceability opinion from its outside counsel applicable releasing person or entity to Buyer and to Seller and shall be in full force and effect or shall otherwise be in a form and substance satisfactory to Buyer; J. Reimbursement of (h) Seller shall not have filed a petition for, and no involuntary petition shall have been filed by any third party for, Seller’s bankruptcy; and (i) Buyer shall have obtained the fairness opinion regarding the Transaction required by Buyer's legal fees in the amount of $5,000’s debt agreements.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by the Preferred Stock and this Agreement;Agreement (including the fees and disbursements of legal counsel, which is being held in escrow by the Escrow Agent). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Buyer or his designated agent of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company by delivery of the certificate to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably foreseeable could have a Material Adverse Effect; E. The D. Delivery by the Company shall have delivered of irrevocable instructions to Buyer reimbursement the Company's transfer agent to reserve 11,500,000 shares of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any Common Stock for issuance of the transactions contemplated by this Agreement;Equity Shares and the Warrant Shares; and G. E. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of BUYER to purchase consummate the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant Acquisition and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on transactions contemplated to be consummated by it at the Closing Date are subject to the satisfaction (or waiver by BUYER) at or prior to the Effective Time (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (a) Holders of not more than five percent (5%) of the outstanding COMPANY Membership Interest shall have filed with COMPANY, prior to the COMPANY members meeting at which a vote is to be taken with respect to a proposal to approve this Agreement, a written objection to such proposed action, as required by Article 5.12A(l)(a) of the TBCA in order for such member to perfect the right to dissent from such proposed action. (b) The representations and warranties of the Company contained COMPANY set out in this Agreement as if made on the Closing Date (except for representations shall be true and warranties which, by their express terms, speak correct in all material respects at and as of the Effective Time. (c) Between the date hereof and relate to a specified datethe Effective Time, in which case such accuracy the COMPANY Options shall be measured as of such specified date) exercised and the performance by appropriate membership interest certificates of COMPANY Membership Interest shall be issued. In the Company event any COMPANY Options remain outstanding, prior to the Effective Time, then COMPANY shall take any and all actions necessary to cancel such COMPANY Options. (d) To the extent practicable under the circumstances and time constraints of this Acquisition, COMPANY shall have complied in a timely manner and in all material respects on or before the Closing Date of all with its covenants and agreements of the Company required to be performed by it pursuant to set out in this Agreement on Agreement. (e) All managers, members, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or before the Closing Dateapprovals of, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading infederal, or limitation on prices listed forstate and local governmental authorities and agencies, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of as are required under this Agreement, a material acceleration applicable law or worsening thereof; D. There not having occurred any event applicable contract or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions agreement (other than as contemplated by this Agreement;) to complete the Acquisition shall have been secured. F. There shall not be in effect any Law(f) No statute, rule, regulation, executive order, rulingdecree, judgment injunction or writ of restraining order shall have been enacted, entered, promulgated or enforced by any court or public of competent jurisdiction or governmental authority restraining, enjoining that prohibits or otherwise prohibiting any restricts the consummation of the transactions contemplated by this Agreement;Acquisition or the related transactions. G. The Company (g) COMPANY shall have obtained all consents, approvals or waivers from governmental authorities approved the Acquisition in accordance with the TBCA and third persons necessary for the execution, delivery and performance each of the Documents and other proposals set forth in the transactions contemplated thereby, all without material cost Proxy Statement which are a condition precedent to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing consummation of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Acquisition.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all of which : (a) The representations and warranties set forth in Article 2 shall be confirmed to Buyer by delivery true and correct at and as of the certificate of Closing Date as though then made and as though the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at Closing Date had been substituted for the date of this AgreementAgreement throughout such representations and warranties (without taking into account any disclosures by the Company of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a material acceleration or worsening thereofspecified date (other than the date hereof) shall only need to have been true on and as of such date; D. There (b) The Company shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Each Company Shareholder entitled to vote on the matter shall have approved the transactions contemplated hereby; (d) The Company shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not having occurred constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any event encumbrance on any of the Company's assets pursuant to the provisions of, any agreement, arrangement or developmentundertaking of or affecting the Company or any license, and there being in existence no conditionfranchise or permit of or affecting the Company, having or which except where any failure to do so could not reasonably and foreseeably could be expected to have a Material Adverse Effect; E. The (e) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the business or assets of the Company, or to compel Buyer or any of its subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the Related Agreements, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal or state court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.01(f); (h) Each of the Company Shareholders shall have signed a lock-up agreement preventing it, him or her from selling any Buyer Common Shares or securities convertible into or exercisable for Buyer Common Shares between the date hereof and the Effective Time and preventing him thereafter from selling more than 25% in the aggregate of the Buyer Preferred Shares received by it, him or her as a part of the Merger Consideration, or more than 25% in the aggregate of the Buyer Common Shares issuable upon conversion of such Buyer Preferred Shares, for one year after the Effective Time and providing further that any Buyer Common Shares sold by any such person shall be shares that are obtained by such person after the Effective Time upon the exercise of options or warrants of the Company. (i) Buyer shall have received from counsel for the Company a written opinion, dated as of the Closing Date, addressed to Buyer and in form and substance substantially as set forth in EXHIBIT F; (j) Buyer shall have received the agreement of LegacyMaker to indemnify and hold Buyer harmless from and against any and all losses or liabilities from and after the Effective Time through the expiration of any relevant statute of limitations and related to or arising out of any breach by the Company of its representations, warranties or covenants, as the same shall be evidenced in an indemnification agreement, in form and substance substantially as set forth in EXHIBIT G, to be executed and delivered into escrow at Closing by LegacyMaker (the "LEGACYMAKER INDEMNIFICATION AGREEMENT"); (k) On the Closing Date, the Company shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) A certificate of the President of the Company, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and expenses incurred in connection with the transactions contemplated by this Agreement(b) above have been satisfied; F. There shall (ii) copies of the third party and governmental consents and approvals referred to in subsections (d) and (e) above; (iii) a copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, and a Certificate of Good Standing from the Secretary of State of the State of Delaware evidencing the good standing of the Company in such state; (iv) a copy of the Bylaws of the Company, along with a certificate executed on behalf of the Company by its corporate secretary certifying to Buyer that such copy is a true, correct and complete copy of such bylaws and that such bylaws were duly adopted and have not be in effect any Lawbeen amended or rescinded; (v) an executed copy of each of the Related Agreements; (vi) a copy of the text of the resolutions adopted by the Board of Directors and Company Shareholders entitled to vote on the matter authorizing the execution, order, ruling, judgment or writ delivery and performance of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any this Agreement and the consummation of all of the transactions contemplated by this Agreement, along with a certificate executed on behalf of the Company by its corporate secretary certifying to Buyer that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance (vii) an incumbency certificate executed on behalf of the Documents Company by its corporate secretary certifying the signature and office of each officer executing this Agreement; and (viii) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000hereby.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to All obligations of Buyer under this Agreement is conditioned uponare subject to the fulfillment at Closing of each of the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the a) Sellers' representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at the time of Closing as if made on the Closing Date (except for though such representations and warranties whichwere made at such time; (b) Sellers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing; (c) Sellers shall make, by their express termsor cause to be made, speak as all deliveries described in Section 7.01 and Section 7.03 of and relate to a specified datethis Agreement; (d) Between March 31, in which case such accuracy shall be measured as of such specified date) 1999, and the performance by Closing, no material adverse change shall have occurred in the Company in all respects on condition of the business, any leased premises, or before the Closing Date property of all covenants the Company; (e) All equipment, inventories, leased premises, and agreements other physical elements of the property of the Company required shall be in good condition, fully usable in the ordinary course of the operation of the business, and Buyer shall be reasonably satisfied with any inspections it shall conduct or have conducted with respect to the properties of the Company, including any environmental inspections or audits; (f) Buyer shall be performed reasonably satisfied that the business has been conducted only in the ordinary course from and after March 31, 1999, through the Closing Date; (g) Buyer shall have been satisfied in its sole and reasonable discretion with the results of any physical inventory described in Section 4.01 hereof, the Good Faith Estimates described in subsection 8.01(l) hereof; and with the other asset and liability listings of the Company as of the Closing Date; (h) Buyer shall have received a certificate of search for all UCC or other liens against the assets of the Company, certified on or about the Closing Date, indicating that there are no liens or claims against such assets or the Stock other than as disclosed in the Disclosure Schedule and liens against motor vehicles owned by it pursuant the Company; (i) Buyer shall have reviewed and approved, or negotiated satisfactory terms, with respect to this Agreement the lease of each of the real estate properties subject to lease by the Company, and with respect to the leases expiring (with no additional option period) within approximately three (3) years after Closing, as appropriate, the Company shall have entered into a written lease for the leased premises in form and substance satisfactory to Buyer to become effective on or before the Closing Date, all and assignable by Buyer or the Company in the event Buyer reorganizes the Company with Buyer or with its parent or an affiliate and each lease between the Company and the Sellers or a party affiliated with the Sellers shall include a covenant whereby the Sellers or their affiliate, as the case may be, agrees that it will not lease another site in the building or property, or within an area with a radius of which fifteen (15) miles from the location of the bookstore locations now operated by the Company, for the sale of college textbooks and apparel during the term of such leases with the Company; provided, however, notwithstanding anything to the contrary contained herein, should the lease between Sellers or their affiliated party and the Company at the Xxxxxx Xxxx or Xxxxx College stores terminate or expire, Sellers or their affiliated party shall be confirmed allowed to lease such store location to another party engaged in the book or apparel business on such terms as it deems desirable. (j) Buyer by delivery of the certificate of the chief executive officer shall have entered into any employment agreements with key employees of the Company which it deems necessary, and Buyer shall be satisfied that those key employees who do not enter into employment agreements will continue to that effectbe employed with the Company after Closing; C. There (k) Buyer shall have been satisfied in its sole and reasonable discretion that the business of the Company will not having occurred be materially affected by any products, equipment or software failing to be year 2000 compatible, and further, that the costs to Buyer to become year 2000 compatible will not be material; (il) any general suspension Sellers shall deliver to Buyer unaudited statements prepared by the Company and approved by the Sellers which constitute the good faith estimate of trading inthe Company and the Sellers of the following financial statement components of the Company as of April 30 and the Closing Date; cash and cash equivalents, accounts receivable, inventory levels, accounts payable and indebtedness (the "Good Faith Estimates"). Indebtedness shall mean the sum of (A) indebtedness for borrowed money or limitation on prices listed forfor the deferred purchase price of property or services, the Common Stock on the OTCBB/Pink Sheetincluding, without limitation, notes payable, credit line borrowing and long term debt, (iiB) obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (C) accrued and unpaid taxes; (m) Sellers shall deliver to Buyer a list of all increases in compensation, commissions or perquisites payable or to become payable by the declaration of a banking moratorium or Company to any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case salaried employee of the foregoing existing at the date Company since January 1, 1999, and a list of this Agreement, a material acceleration all bonuses paid or worsening thereofpayable as described in Section 5.01(k) hereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company (n) Sellers shall have obtained all consents, approvals the consent or waivers from governmental authorities and third persons necessary for the execution, delivery and performance approval of the Documents and third parties identified on the transactions contemplated thereby, all without material cost Disclosure Schedule related to the Companydefaults identified under Sections 5.01 hereof; H. (o) Sellers shall deliver to Buyer a written description of actions taken by the Company out of the ordinary course of business as described in Section 5.01(k) hereof, and a written description of tax returns under extension as set forth in Section 5.01(l) hereof; and (p) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or been satisfied in its legal counsel may reasonably request and as are customary to effect a closing sole discretion with the results of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000due diligence investigations.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of the conditions set forth below: (a) Seller shall have performed and complied in all material respects with all agreements required by this Agreement to be performed and complied with by it at or prior to the Closing Date and all deliveries contemplated by Section 3.2 shall have been made; (b) The representations and warranties of Seller made in Article 4 qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Company contained in this Agreement date hereof and as if made on of the time of the Closing Date (as though made as of such time, except for to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified date, an earlier date (in which case such accuracy representations and warranties qualified as to materiality shall be measured true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date). (c) and Seller shall have obtained the performance by release of, or binding agreements to release, all Encumbrances on the Gathering Assets (other than Permitted Encumbrances), such that, at Closing, the Company in all respects on or before owns the Closing Date Gathering Assets free and clear of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing DateEncumbrances, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectother than Permitted Encumbrances; C. There not having occurred (id) any general suspension of trading inno injunction, or limitation on prices listed forwrit, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium temporary restraining order or any suspension other order of payments in respect any Governmental Entity of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentcompetent jurisdiction shall have been issued , and there being in existence no conditionstatute, having rule, regulation or which reasonably and foreseeably could have executive order by a Material Adverse Effect; E. The Company Governmental Entity shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawbeen promulgated or enacted, orderthat restrains, rulingenjoins, judgment or writ of any court or public or governmental authority restraining, enjoining prohibits or otherwise prohibiting makes illegal any of the transactions contemplated by in this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for Agreement to be consummated at the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Closing.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to purchase effect the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement or in any certificate delivered pursuant hereto shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed by it pursuant prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Date under this Agreement; F. There shall not be in effect any Law, (c) No temporary restraining order, ruling, judgment preliminary or writ of permanent injunction or other order issued by any court of competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this Agreement; G. The Company Agreement shall have obtained all consentsbe in effect, approvals nor shall any proceeding by any bank regulatory authority or waivers from governmental authorities and third persons necessary for the execution, delivery and performance other Governmental Authority seeking any of the Documents and foregoing be pending. Seller shall not have received any order, directive or other formal communication from any bank regulatory agency that prohibits or limits in any manner the closing of the transactions described in this Agreement. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated thereby, all without material cost to by this Agreement which makes the Companyconsummation of such transaction illegal; H. (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law or Contract for consummation of the transactions contemplated by this Agreement shall have been obtained on terms reasonably acceptable to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received such additional documentsa title insurance policy commitment for the Real Property, certificatesin all form, paymentamount, assignments, transfers sufficiency and other deliveries substance as it or its legal counsel may reasonably request and as are customary satisfactory to effect a closing of the matters herein contemplatedBuyer; I. Delivery by (f) Buyer shall have received all documents required to be received from Seller on or prior to the Company of an enforceability opinion from its outside counsel Closing Date, all in form and substance reasonably satisfactory to Buyer; and J. Reimbursement of Buyer's legal fees (g) There shall not have been a Material Adverse Change in the amount business, operations, properties, assets, including the Assets or condition (financial or otherwise) of $5,000the Branch Office. For purposes herein, a “Material Adverse Change” shall mean, with respect to the Branch Office or the Assets, any effect or change that is material and adverse to the business, operations, properties, assets or condition (financial or otherwise) of the Branch Office; provided, however, that changes in general economic conditions and/or conditions that affect the banking industry generally, and changes attributable to the transactions contemplated in this Agreement shall not constitute a “Material Adverse Change.”

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of made by the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer's having received an opinion of counsel for the Company, dated the Closing Date, substantially in the form of Annex I attached hereto. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could forseeably would have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by the Note and this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel in an amount not to exceed $50,000). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary Buyer's receipt of a duly executed Amendment No. 1 to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Registration Rights Agreement in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, the Conversion Warrant Certificate of Designation has been filed and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee);is effective. B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The F. Except as set forth on Schedule III.F. hereof, the Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of this Agreement and the other Documents and the transactions contemplated hereby and thereby, all without material cost to the Company;; and H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. ; The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. H. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. I. Reimbursement of Buyer's legal fees in the amount of $5,0002,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer are subject to purchase the Securities on fulfillment at or prior to the Closing Date pursuant to this Agreement is conditioned uponof the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in Article II will be true and correct in all material respects on or before as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of all covenants said date; and agreements of the Company's business and assets will not have been materially adversely affected prior to the Closing Date; and the Company will have performed all obligations and conditions in this Agreement required to be performed or observed by it pursuant or them prior to this Agreement or on or before the respective Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;. C. There not having occurred (ib) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall will have delivered to Buyer reimbursement a certificate dated as of Buyer's reasonable out-of-pocket costs the Closing Date signed by its President and expenses incurred certifying that the conditions specified in connection this Sections 5.1 have been fulfilled. (c) Buyer Nominees (previously identified to the Company as set forth in Section 4.2) will be duly elected to the Board of Directors as of the Closing Date. (d) The Company has entered into a Warrant Agreement with Buyer or its designees substantially in the transactions contemplated by this form of Exhibit A (the "Warrant Agreement;"). F. (e) There shall not be is no pending or threatened litigation in effect any Law, order, ruling, judgment or writ of any court or public any proceeding before or governmental authority restraining, enjoining by any Governmental Body against the Company or otherwise prohibiting any Buyer to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the consummation of the transactions contemplated by this Agreement;hereby. G. (f) All necessary contractual and governmental consents, approvals, orders or authorizations have been obtained and all necessary contractual or governmental notices have been given. (g) The Company shall have obtained all consentshas delivered to Buyer a legal opinion of its counsel, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to BuyerBuyer and its counsel. J. Reimbursement (h) Buyer has received financing for the Purchase Price, on terms and conditions satisfactory to Buyer in its sole discretion. (i) The Company has received a customary fairness opinion from a recognized investment banking firm stating that the purchase of the Shares by Buyer pursuant to this Agreement is fair to the Company's stockholders from a financial point of view. (j) Buyer's legal fees in designee President and Chief Executive Officer shall have delivered written notice of resignation to his prior employer and shall have entered into a reasonable and customary employment agreement with the amount of $5,000Company.

Conditions to Buyer’s Obligations. (a) The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Initial Closing Date: (i) The representations and warranties set forth in Article IV hereof shall be true and correct at and as of the Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; (ii) Seller shall have performed all of the covenants and agreements of the Company required to be performed and complied with by it in all material respects under this Agreement prior to the Initial Closing Date; (iii) The parties shall have obtained, or applied for, each consent and approval necessary as listed on Schedule 8.01(a)(iii), at no cost to Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Assets pursuant to this Agreement on the provisions of, any Assigned Contract, agreement, arrangement or before the Closing Dateundertaking of or affecting Seller or any license, all franchise or permit of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effector affecting Seller; C. There (iv) All governmental filings, authorizations and approvals as listed on Schedule 8.01(a)(iii) will have been duly made, applied for or waived; (v) Buyer will have received evidence satisfactory to it that there is not having occurred threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the declaration of a banking moratorium Related Agreements or any suspension of payments in respect of banks in the United States, (iii) otherwise relating to and materially adversely affecting the commencement transactions contemplated hereby; (vi) There shall be no fact or circumstance existing as of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementAgreement which has not been disclosed to Buyer as of the Initial Closing Date regarding the Assets or the Assumed Liabilities, a material acceleration which is, individually or worsening thereofin the aggregate with other such facts and circumstances, materially adverse to the value of the Assets, as determined by Buyer in its reasonable discretion; D. There not having occurred any event or development(vii) The transactions contemplated by this Agreement and the Related Agreements will have been approved by Buyer’s Board of Directors; (viii) Buyer shall be satisfied in its sole discretion with its operational, intellectual property, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectlegal due diligence with respect to the Assets; E. The Company (ix) Buyer shall have all releases as necessary to release all liens, claims, encumbrances and security interests in the Assets, except for security interests and other liens relating to liabilities to be assumed by Buyer pursuant to Section 1.03; (x) Buyer shall have entered into the Supply Agreement with Seller in the form attached hereto as Exhibit F; and (xi) Seller shall have delivered to Buyer reimbursement all of the following with respect to the Initial Closing Assets: (A) the executed Xxxx of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (B) a copy of the Assignment and Assumption Agreement, including, but not limited to, assignment of the Assigned Contract and the Permits, executed by Seller; (C) a certificate of an appropriate officer of Seller substantially in the form set forth in Exhibit D hereto, dated the Initial Closing Date, (i) stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (ii) setting forth and certifying the text of the resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Related Agreements; and (iii) setting forth and certifying the text of the resolutions adopted by the shareholders of Seller approving the sale of the Assets; (D) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (E) assignment, in the form(s) set forth in Exhibit F, of the Assets that are Intellectual Property, duly executed by Seller, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer's reasonable out-of-pocket costs ’s counsel, to assign all of Seller’s rights and expenses incurred interests in connection with and to the Intellectual Property to Buyer; (F) the Finished Goods Inventory, all documents or other tangible materials described in 1.01(a)(viii), the Equipment, other than the Equipment that is necessary to manufacture the products required by Seller under the Supply Agreement, copies of the Assigned Contract, and copies of the Permits; (G) the Customer List; (H) a guarantee, satisfactory to Buyer in its sole discretion, executed by Parent; and (I) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (b) The obligation of Buyer to consummate the transactions contemplated by this AgreementAgreement is subject to the satisfaction of the following conditions on or before the Final Closing Date: (i) The representations and warranties set forth in Article IV as the same relate to the Final Closing Assets shall be true and correct at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; F. There (ii) Seller shall have performed all of the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Final Closing Date; (iii) The Manufacturing Transfer shall have occurred in accordance with Section 2.02(h) and Schedule 2.20(h); (iv) Buyer will have received evidence satisfactory to it that there is not be in effect threatened, instituted or pending any Lawaction or proceeding, order, ruling, judgment or writ of before any court or public or governmental authority restrainingor agency, enjoining domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise prohibiting any directly or indirectly restrain or prohibit, the consummation of the transactions contemplated by hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement; G. The Company shall have obtained all consents, approvals Agreement or waivers from governmental authorities the Related Agreements or (iii) otherwise relating to and third persons necessary for the execution, delivery and performance of the Documents and materially adversely affecting the transactions contemplated therebyhereby; (v) No person or entity will have asserted or threatened that such person or entity is the owner of, or has the right to acquire or to obtain ownership of, any of the Raw Materials Inventory or is entitle to all without material cost or any portion of the Purchase Price; (vi) No Material Adverse Effect with respect to the CompanyRaw Materials Inventory shall have occurred; H. (vii) Seller shall have delivered to Buyer all of the following with respect to the Raw Materials Inventory: (A) an executed Xxxx of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary requested pursuant to effect a closing of the matters herein contemplatedSection 3.02 hereof; I. Delivery by the Company (B) a certificate of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement appropriate officer of Buyer's legal fees Seller substantially in the amount of $5,000form set forth in Exhibit D hereto, dated the Final Closing Date, (i) stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; and (C) the Raw Materials Inventory.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Articles III and IV shall be true and correct in all material respects at and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant as though then made and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on as though the Closing Date were substituted for the date of the this Agreement throughout such representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for other than those representations and warranties which, by their express terms, speak that address matters as of particular dates, which shall be true and relate correct at and as of such particular date), in each case, except to a specified date, the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such accuracy representations and warranties shall be measured have been true and correct in all respects at and as of such specified date; (b) The Company and the performance by the Company Sellers shall have performed and complied with, in all respects on or before material respects, all of the Closing Date of all covenants and agreements of the Company required to be performed and complied with by it pursuant to them under this Agreement on or before through the Closing DateClosing, all of except to the extent that such covenants and agreements are qualified by terms such as "material" and "Material Adverse Effect," in which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of case the Company to that effectand the Sellers shall have performed and complied with, in all respects, such covenants and agreements through the Closing; C. There not having occurred (c) All filings under the HSR Act shall have been made, and the applicable waiting periods, if any, thereunder shall have expired or been terminated; (i) any general suspension The submission of trading inthe notifications and applications described in Section 11.07, except for submission of the DOE Application, shall have been made in accordance with the provisions of Section 11.07, and Buyer shall not have received written or limitation on prices listed fordirect oral notice (x) from an employee, agent or representative of the Common Stock on DOE either that the OTCBB/Pink SheetDOE will not approve the DOE Application or that the DOE will approve the DOE Application, but subject to material adverse conditions, (iiy) from an employee, agent or 24 representative of the declaration government of a banking moratorium the Commonwealth of St. Kitts-Nevis that the St. Kitts Agreement will not remain in full force and effect in accordance with its terms after the consummation of the transactions contemplated hereby; or any suspension (z) from an employee, agent or representative of payments the government of the Commonwealth of Dominica that the teaching and clinical aspects of the Medical School's relationship with the Princess Xxxxxxxx Hospital will not continue in respect of banks substantially the same manner and on substantially the same terms as set forth in the United StatesPrincess Xxxxxxxx Hospital Agreement and, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of any of clauses (x), (y) or (z), such notice shall not have been rescinded by an applicable employee, agent or representative; (ii) Either the foregoing existing at approval of the date Dominica Medical Board shall have been obtained, which approval shall not be subject to any material adverse conditions, or written notice shall have been received from the Dominica Medical Board indicating that its approval will not be required prior to the Closing; (e) No action, suit or proceeding before any court or government body shall be pending or threatened in writing (where such threat is reasonably likely to result in an action, suit or proceeding) wherein an unfavorable judgment, decree, ruling, injunction or order would prevent the performance of this AgreementAgreement or the consummation of any of the transactions contemplated hereby, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with declare unlawful the transactions contemplated by this Agreement; F. There shall not , cause such transactions to be in effect any Lawrescinded, orderor materially and adversely affect the right of Buyer to own the Shares (and no such judgment, decree, ruling, judgment injunction or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of order shall be in effect); (f) The Stockholder Representatives and the transactions contemplated by this Escrow Agent shall have executed and delivered the Escrow Agreement; G. (g) The Company Company, the Sellers or the Stockholder Representatives (on behalf of the Sellers), as the case may be, shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance delivered to Buyer each of the Documents following: (i) a certificate of the Company in the form set forth in Exhibit B, dated the Closing Date, stating that the preconditions specified in subsections (a), (b) and the transactions contemplated thereby(e), all without material cost as they relate to the Company, have been satisfied; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on enter into and complete the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer fulfillment on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of the following conditions: (a) The representations and warranties of the Company Seller contained in this Agreement shall be true and complete and correct on and as if made on of the Closing Date (except for representations with the same force and warranties which, by their express terms, speak effect as though made on and as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of Date; (b) Seller shall have performed and complied with all covenants and agreements of the Company required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Seller shall have delivered all certifications and other documents required of it pursuant to this Agreement on or before the Closing Date, all of which Agreement; (d) Buyer shall be confirmed to Buyer by delivery have completed its due diligence review of the certificate Business to its satisfaction during the Due Diligence Period as provided in Section 6.1 confirming that there has been no material adverse change in the financial condition of the chief executive officer Business or its results of operations from those reflected in the Financial Statements; (e) The board of directors of Buyer shall have approved this transaction after receipt by the special committee of such board of the Company to opinion of an investment banking firm retained by it, that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this AgreementAgreement are fair, from a financial point of view, to the shareholders of Buyer other than Schottenstein Stores Corporation; F. (f) The Buyer shall have received the proceeds of financing, on terms and conditions satisfactory to Buyer, to enable Buyer to fund its obligations hereunder; and (g) There shall not be pending by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood, in effect any Lawthe opinion of counsel to Buyer, order, ruling, judgment of success) (i) challenging or writ seeking to restrain or prohibit the consummation of any court the Asset Purchase or public or governmental authority restraining, enjoining or otherwise prohibiting any of the other transactions contemplated by this Agreement; G. The Company shall have obtained all consentsAgreement or seeking to obtain from Buyer or any of its affiliates any damages that are material to any such party, approvals (ii) seeking to prohibit or waivers from governmental authorities and third persons necessary for limit the execution, delivery and performance ownership or operation by the Buyer or any of its subsidiaries of any material portion of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it Business or its legal counsel may reasonably request and as are customary to effect a closing assets of the matters herein contemplated; I. Delivery by Business, or (iii) seeking to impose limitations on the Company ability of an enforceability opinion from its outside counsel in form and substance satisfactory Buyer or any designee of Buyer pursuant to Buyer J. Reimbursement this Agreement to acquire or hold, or exercise full rights of Buyer's legal fees in ownership of, any of the amount of $5,000Purchased Assets.

Conditions to Buyer’s Obligations. If any of the following conditions precedent to Buyer’s obligations under this Contract is not satisfied, then Buyer may, at its option, waive such condition, or, as Buyer’s sole and exclusive remedy, terminate this Contract by notice in writing to Seller and receive back the Xxxxxxx Money. The Company understands that following shall be conditions precedent to Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon’s obligations hereunder: A. Delivery by the Company (a) Seller shall have complied with all covenants of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)Seller set forth herein; B. The accuracy on the Closing Date of the (b) All representations and warranties of the Company contained Seller shall be true and correct, in this Agreement all material respects, as if made on of the Closing Date Date; (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified datec) and the performance by the Company in all respects on On or before the Closing Date of all covenants and agreements expiration of the Company required to be performed by it pursuant to this Agreement on or before the Closing DateFeasibility Period, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement the Tenant Estoppels for all Retail Leases. (d) On the Closing Date, there shall be no third party litigation pending or threatened, seeking to enjoin the consummation of Buyer's reasonable out-of-pocket costs the sale and expenses incurred purchase hereunder, to recover title to the Property, or any part thereof or any interest therein, to increase substantially ad valorem taxes theretofore or thereafter assessed against the Land and Improvements or to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable to the Land, Improvements, or Personal Property; and (e) (i) There must not have been any material adverse change in connection with the transactions contemplated by this Agreement; F. There shall environmental condition of the Property after expiration of the Feasibility Period, (ii) there must not have been any material adverse change in the matters reflected in the Commitment, the UCC Reports, or the Survey after the expiration of the Title Review Period, and (iii) there must not be in effect any Lawencumbrance or title defect affecting the Property, orderor any portion thereof, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees than those described in the amount of $5,000Commitment, the UCC Reports or the Survey, or previously approved by Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance J. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificates of Designations have been filed and are effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Buyer of one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. C. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date; D. Buyer having received an opinion of counsel for the Company, all of dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;include customary opinions. C. E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;. E. G. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel) in the aggregate amount of $50,000. F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 1,100,000 shares of Common Stock for issuance upon conversion of the matters herein contemplated; I. Delivery by Preferred Stock and the Company Company's Series B Preferred Stock and exercise of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrants.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 519,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, Debenture the Conversion Warrant Additional Shares and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. Reimbursement of Buyer's outside legal fees in the amount of not to exceed $5,0003,500.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained in this Agreement as if made on the Closing Date (except for representations Closing, and warranties which, by their express terms, speak as each of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) Seller and the performance by the Company shall have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company agree ments required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of Seller and the Company hereunder prior to that effectthe Closing; C. There not having occurred (b) Seller and the Company shall have received or obtained all third-party consents and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby or (ii) to prevent a breach of or default under, or limitation a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified with an asterisk on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and the OTCBB/Pink SheetCompany shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares and to operate the businesses of and control the Company following the Closing (including any required approvals from the State of Texas), in each case on terms and conditions reasonably satisfactory to Buyer (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Company or (iv) affect adversely the right of the Company to own its assets or control its businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. (e) Since December 31, 1999, there shall have been no material adverse change, in the aggregate taking into account all changes, or development in the business, financial condition, value, operating results, assets, operations, business prospects, cash flow or customer, supplier or employee relations of the Company taken as a whole (as determined by Buyer in its sole discretion); (f) Buyer shall have completed and shall be satisfied in its reasonable discretion with the results of its and its attorneys', accountants' and other representatives' business, legal, accounting and financial due diligence investigation and evaluation of the Company (which investigation and evaluation shall include a review of the Company's relationships with key customers and suppliers, ongoing relationships with key employees (including Seller) and Intellectual Property Rights, as well as the Company's acquisition opportunities and any other matters as deemed appropriate by Buyer); (g) Buyer shall have obtained all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company following the Closing (in each case on terms and conditions satisfactory to Buyer in its sole discretion); (h) Seller shall have delivered to the Company (i) all property owned by the Company that is currently used by any persons who are not full-time employees of the Company, and (ii) all credit cards issued in the name of the Company and used by any persons who are not full-time employees of the Company; (i) The Company shall have obtained and delivered to Buyer a letter of consent and estoppel certificate and landlord lien waiver from each lessor of the Leased Realty in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other endorsements and affidavits and related items as Buyer or Buyer's lenders may reasonably request; (j) The Company shall have terminated all consentsemployment agreements between the Company and its employees, approvals and each of Seller, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx shall have entered into an agreement for employment with the Company in forms substantially the same as those attached hereto as EXHIBIT A-1 (in the case of Seller) and EXHIBIT A-2 (in the case of Messrs. Xxxxxxxx, Xxxxxx and Xxxxxx), respectively (the "EMPLOYMENT AGREEMENTS"), and all of such agreements shall be in full force and effect at the Closing; (k) Seller shall have entered into an executive stock purchase agreement with Buyer providing for the purchase of capital stock of Buyer, in form substantially the same as that attached hereto as EXHIBIT B (the "EXECUTIVE PURCHASE AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Seller shall have entered into an Amended and Restated Stockholders Agreement among Buyer and the stockholders of Buyer dated December 21, 1999 and attached hereto as EXHIBIT C (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (m) Seller shall have entered into an Amended and Restated Registration Agreement among Buyer and the stockholders of Buyer dated December 21, 1999 and attached hereto as EXHIBIT D (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (n) Buyer shall have received from Xxxxx & Xxxxxxxxx LLP, counsel for Seller and the Company, an opinion with respect to the matters set forth in EXHIBIT E attached hereto, which shall be addressed to Buyer and Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (o) Buyer shall have received evidence (in form and substance satisfactory to Buyer) that the Company's and Seller's legal counsel, investment bankers, brokers, and other agents and representatives have been paid in full and that the Company has no liability to any of the Company's or waivers Seller's legal counsel, investment bankers, brokers, agents or representatives; (p) The Company shall have obtained releases of all Liens (other than any Permitted Liens) relating to the assets and properties of the Company and the Company shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (q) Seller or an Affiliate of Seller shall have entered into an agreement in the form substantially the same as that attached hereto as EXHIBIT G (the "LEASE AGREEMENT") for the lease to Buyer of the real property identified therein, providing for a five year initial term and an additional five year renewal term, and the Lease Agreement shall be in full force and effect at the Closing; (r) Seller and the Company shall have obtained and delivered to Buyer a letter of consent and an estoppel certificate and landlord lien waiver agreement from governmental authorities each lessor of Leased Realty in form and third persons necessary for substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other related items as Buyer and Buyer's lenders may reasonably request; (s) Seller and the Company shall have delivered to Buyer copies of the Company's interim monthly and year-to-date financial statements pursuant to Section 4.11 below; (t) On the day immediately preceding the Closing Date, the Company shall have distributed the real property identified in EXHIBIT F attached hereto as a dividend or a redemption with respect to Seller's common stock in the Company; (u) At the Closing, Seller shall have delivered to Buyer (i) a certificate, dated the Closing Date, stating that the conditions specified in subsections (a) through (t) above (other than subsections (f), (g) and (n) above) have been satisfied as of the Closing; (ii) a certificate from Seller and the Company indicating their good faith and best estimates of the Price Adjustment Components and the resulting Purchase Price; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of the Company's board of directors authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) the resignations, all without material cost effective as of the Closing, of each director of the Company; (vi) good standing certificates for the Company from its jurisdiction of incorporation and each jurisdiction in which the Company is quali fied to do business as a foreign corporation, in each case dated as of a recent date prior to the Company; H. Closing Date; and (vii) such other documents or instruments as are required to be delivered by Seller or the Company at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Seller and the Company in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereunder on the Closing Date pursuant are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent. (a) Each of Seller and Ultragenyx shall have performed and complied in all material respects with all, and shall not be in material breach of any, agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer at or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of the Date. (b) The representations and warranties of the Company each of Seller and Ultragenyx contained in this Agreement Article 4 shall be true and correct in all material respects as if made on of the Closing Date (except for representations as though made at and warranties which, by their express terms, speak as of and relate the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specified particular date, in which case such accuracy it shall be measured true and correct in all material respects as of such specified date) and ; provided, that to the performance extent that any such representation or warranty is qualified by the Company term “material” or “Material Adverse Effect,” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects on or before as of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Datesuch other date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;as applicable. C. There not having occurred (ic) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at After the date of this Agreement, a material acceleration or worsening thereof; D. There there shall not having have occurred any fact, circumstance, effect, change, event or developmentdevelopment that, and there being individually or in existence no conditionthe aggregate, having has resulted, or which would reasonably and foreseeably could have be likely to result, in a Material Adverse Effect;. E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. (d) There shall not have been issued and be in effect any Law, order, ruling, judgment or writ Judgment of any court Governmental Entity enjoining, preventing or public or governmental authority restraining, enjoining or otherwise prohibiting any restricting the consummation of the transactions contemplated by this Agreement;. G. The Company (e) There shall not have obtained all consentsbeen instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, approvals to delay materially or waivers from governmental authorities and third persons necessary for otherwise directly or indirectly to restrain or prohibit the execution, delivery and performance consummation of the Documents and the transactions contemplated therebyhereby, all without (ii) seeking to obtain material cost damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit Buyer’s receipt of the Company;Purchased Interest. H. Buyer (f) Seller shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary delivered to effect a closing Buyer the duly executed Bxxx of Sale. (g) [Reserved] (h) Seller shall have delivered to Buyer the matters herein contemplated;duly executed Opinion. I. Delivery by (i) Seller shall have delivered to Buyer the Company of an enforceability opinion from its outside counsel in form and substance satisfactory duly executed Seller Closing Certificate. (j) Ultragenyx shall have delivered to Buyer J. Reimbursement of Buyer's legal fees in Buyer the amount of $5,000duly executed Ultragenyx Closing Certificate.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase take the Securities on actions it is required to take at the Closing Date pursuant is subject to this Agreement is conditioned uponthe satisfaction or waiver, in whole or in part, in Buyer's sole discretion (but no such waiver shall waive any rights or remedy otherwise available to Buyer), of each of the following conditions at or prior to the Closing: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained set forth in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy Article II shall be measured as of such specified date) true and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred correct (i) without taking into account any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at supplemental disclosures after the date of this Agreement, a material acceleration Agreement by Seller or worsening thereofthe Company or the discovery of information by Buyer); D. There not having occurred any event or development, (b) Seller shall have performed and there being complied with each of his covenants and obligations set forth in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectthis Agreement; E. The Company shall have delivered to Buyer reimbursement (c) Each Consent or Governmental Authorization required for the consummation of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this AgreementAgreement or which could, if not obtained, adversely affect the Company's operations as presently conducted, shall have been obtained and shall be in full force and effect; F. There (d) No Proceeding shall not be in effect any Law, order, ruling, judgment pending or writ of any court threatened (i) challenging or public seeking to prevent or governmental authority restraining, enjoining or otherwise prohibiting any delay consummation of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals (ii) asserting the illegality of or waivers from governmental authorities and third persons necessary for the execution, delivery and performance seeking to render unenforceable any provision of this Agreement or any of the Documents Ancillary Agreements, (iii) seeking to prohibit direct or indirect ownership, combination or operation by Buyer of any portion of the business or assets of the Company, or to compel Buyer or any of its subsidiaries or the Company to dispose of, or to hold separately, or to make any change in any portion of the business or assets of Buyer and its subsidiaries or of the Company, as a result of the transactions contemplated therebyby this Agreement, all without material cost or incur any burden, (iv) seeking to require direct or indirect transfer or sale by Buyer of, or to impose limitations on the ability of Buyer to exercise full rights of ownership of, any of the Shares or (v) imposing or seeking to impose damages or sanctions directly arising out of the transactions contemplated by this Agreement on Buyer or the Company or any of their respective officers or directors; (e) No Legal Requirement or Order shall have been enacted, entered, enforced, promulgated, issued or deemed applicable to the Company;transactions contemplated by this Agreement by any Governmental Authority that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 5.01(d); and H. Buyer (f) No Person shall have received asserted or threatened that, other than as set forth in the Disclosure Schedule, such additional documentsPerson (i) is the owner of, certificatesor has the right to acquire or to obtain ownership of, paymentany capital stock of, assignmentsor any other voting, transfers and other deliveries as it equity or its legal counsel may reasonably request and as are customary ownership interest in, the Company or (ii) is entitled to effect a closing all or any portion of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Purchase Price.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Articles III and IV hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Seller of discoveries, events or occurrences arising on or after the date hereof); (b) Sellers shall have performed in all respects all of which the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Sellers shall have obtained, or caused to be confirmed to Buyer by delivery obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on the Stock or any of the certificate Company’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting the chief executive officer Company; or any license, franchise or permit of or affecting the Company to that effectCompany; C. (d) There shall not having occurred be threatened, instituted or pending any claim, demand, action or proceeding, by any Person, or before any court or Governmental Authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Business, or to compel Buyer or any suspension of payments in respect Buyer’s subsidiaries to dispose of banks in or to hold separately all or a portion of the United Statesbusiness or assets of Buyer and Buyer’s subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any provision of a warthis Agreement, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (e) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or Governmental Authority or agency, which would reasonably be expected to result, directly or indirectly, in the case any of the foregoing consequences referred to in Section 8.1(d) hereof; (f) Buyer shall not have discovered any fact or circumstance existing at as of the date of this AgreementAgreement which has not been disclosed to Buyer as of the date of this Agreement regarding the Stock or Business, that would, individually or in the aggregate with other such facts and circumstances, have a material acceleration or worsening thereof; D. There not having occurred any event or developmentMaterially Adverse Effect since the Balance Sheet Date, and there being shall be no material adverse change to the business, affairs, conditions or prospects of Buyer, whether financial or otherwise, as reasonably determined by Buyer; (g) There shall have been no damage, destruction or loss of or to any of the Company’s assets, whether or not covered by insurance, which, in existence no conditionthe aggregate, having has, or which would be reasonably and foreseeably could have likely to have, a Material Adverse Effect; E. The Company (h) Buyer shall have received from counsel for Sellers a written opinion, dated as of the Closing Date, addressed to Buyer and satisfactory to Buyer’s counsel, in form and substance substantially as set forth in Exhibit C-1; (i) Buyer shall have completed and be satisfied, in its sole discretion, with the results of its due diligence review of the Company; (j) Buyer shall have received all approvals and consents of Buyer’s Board of Directors and its lender and all applicable regulatory approvals, consents and orders from any Governmental Authority, which are reasonably considered necessary by the Buyer’s attorneys or solicitors, including the approval of NASDAQ and the Toronto Stock Exchange, and the transaction complies with applicable United States and Canadian securities laws and regulations; and (k) On the Closing Date, Sellers shall have delivered to Buyer reimbursement all of the following: (1) the Transfer Powers and the original stock certificates representing the Stock; (2) certificate of the Sellers reasonably satisfactory to Buyer's reasonable out, dated the Closing Date, stating that the conditions precedent set forth in this Section 8.1 have been satisfied, in form and substance as attached as Exhibit D; (3) copies of the third party and governmental consents and approvals referred to in subsection (c) above; (4) resignations of each Seller as a director and officer of the Company; (5) the Employment Agreement in subsequently the form attached hereto as Exhibit E-1 executed by Xxxxxx Xxxxxx; (6) the Employment Agreement in subsequently the form attached hereto as Exhibit E-2 executed by Xxxxxxx Xxxxxxxxx; (7) the Employment Agreement in subsequently the form attached hereto as Exhibit E-3 executed by Xxxxxxx Xxxxxxx; (8) a non-of-pocket costs foreign affidavit for each Seller, dated as of the Closing Date, sworn under penalty of perjury, and expenses incurred in connection with form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “foreign person” as defined in Section 1445 of the Code; and (9) such other certificates, documents and instruments as Buyer reasonably request related to the transactions contemplated hereby. (l) Sellers shall have delivered to Buyer copies of the certificate of incorporation of the Company certified on or soon before the Closing Date by this Agreementthe Secretary of State (or comparable officer) of the jurisdiction of the Company’s incorporation; F. There (m) Sellers shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any have delivered to Buyer copies of the transactions contemplated certificate of good standing of the Company issued on or soon before the Closing Date by this Agreementthe Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization and of each jurisdiction in which the Company is qualified to do business; G. The Company (n) Sellers shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance delivered to Buyer a certificate of the Documents secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the certificate of incorporation of such Person since the date specified in Section 8.1(l); (ii) the bylaws (or other governing documents) of such Person; and (iii) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Person relating to this Agreement and the transactions contemplated therebyhereby. (o) The Company has sold or distributed to the Sellers, or their assigns, all without material cost to the Company;of its interest in Xxxx Xxxxxx, a GmbH, and provided Buyer copies of all documentation related thereto. H. (p) Buyer shall have received such additional documents, certificates, payment, assignments, transfers the Title Commitments and other deliveries real estate documents satisfactory to Buyer in Buyer’s sole discretion. In the event Buyer is not satisfied with the Title Commitments as it or its legal counsel may reasonably request determined in Buyer’s sole discretion, Sellers shall have the right but not the obligation to fix any such defects identified in the Title Commitments prior to the date set forth in Section 9.1(d). Buyer, on one hand and as are customary to effect a closing Sellers, on the other hand, shall share equally in the cost and expense of the matters herein contemplated;Title Commitments. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer(q) Reserved. J. Reimbursement of Buyer's legal fees in the amount of $5,000(r) Reserved. (s) Reserved.

Conditions to Buyer’s Obligations. (a) The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or before the Initial Closing Date: A. Delivery by the Company (i) The representations and warranties set forth in Article IV hereof that are not subject to materiality or Material Adverse Effect qualifications shall be true and correct in all material respects at and as of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date, and the representations and warranties set forth in Article IV hereof that are subject to materiality or Material Adverse Effect qualifications shall be true and correct in all respects at and as of the Company contained in Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement as if made on the Closing Date (except for throughout such representations and warranties whichwarranties, by their express terms, speak except that any such representation or warranty made as of and relate to a specified date, in which case such accuracy date (other than the date hereof) shall be measured only need to have been true and correct on and as of such specified date; (ii) and Seller shall have performed all of the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed and complied with by it in all material respects under this Agreement prior to the Initial Closing Date; (iii) The parties shall have obtained, or applied for, each consent and approval necessary as listed on Schedule 6.02, at no cost to Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Assets pursuant to this Agreement on the provisions of, any Assigned Contract, agreement, arrangement or before the Closing Dateundertaking of or affecting Seller or any license, all franchise or permit of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effector affecting Seller; C. There (iv) All governmental filings, authorizations and approvals as listed on Schedule 6.02 will have been duly made, applied for or waived; (v) Buyer will have received evidence satisfactory to it that there is not having occurred threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the declaration of a banking moratorium Related Agreements or any suspension of payments in respect of banks in the United States, (iii) otherwise relating to and materially adversely affecting the commencement transactions contemplated hereby; (vi) There shall be no fact or circumstance existing as of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementAgreement which has not been disclosed to Buyer as of the Initial Closing Date regarding the Assets or the Assumed Liabilities, a material acceleration which is, individually or worsening thereofin the aggregate with other such facts and circumstances, materially adverse to the value of the Assets, as determined by Buyer in its reasonable discretion; D. There not having occurred any event or development(vii) The transactions contemplated by this Agreement and the Related Agreements will have been approved by Buyer’s Board of Directors; (viii) Buyer shall be satisfied in its sole discretion with its operational, intellectual property, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectlegal due diligence with respect to the Assets; E. The Company (ix) Buyer shall have all releases as necessary to release all liens, claims, encumbrances and security interests in the Assets, except for security interests and other liens relating to liabilities to be assumed by Buyer pursuant to Section 1.03; (x) Buyer shall have entered into the Supply Agreement with Seller in the form attached hereto as Exhibit C; (xi) Each of Xxxxxxx Xxxxxxxxx and Xxxx XxXxxxx shall have entered into a Noncompetition Agreement with Buyer in the form attached hereto as Exhibit D; and (xii) Seller shall have delivered to Buyer reimbursement all of the following with respect to the Initial Closing Assets: (A) the executed Xxxx of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (B) a copy of the Assignment and Assumption Agreement, including, but not limited to, assignment of the Assigned Contract, the Permits and certain Intellectual Property Assets, executed by Seller; (C) a certificate of an appropriate officers of Seller substantially in the forms set forth in Exhibit E hereto, dated the Initial Closing Date, (i) stating that the conditions precedent set forth in subsection (a) (i), (a)(ii) and (a)(v) above have been satisfied; (ii) setting forth and certifying the text of the resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Related Agreements; (iii) setting forth and certifying the text of the resolutions adopted by the stockholders or members, as appropriate, of Seller approving the sale of the Assets (if required); and (iv) setting forth and certifying as to the incumbency of the officers of each Seller authorized to execute and deliver this Agreement and the Related Agreements; (D) certificates dated as of a recent date as to the good standing of each Seller, executed by the appropriate officials of the jurisdiction of organization or formation of each Seller; (E) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (F) assignment, in the form(s) set forth in Exhibit F, of certain Intellectual Property Assets, duly executed by Seller, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer's reasonable out-of-pocket costs ’s counsel, to assign all of Seller’s rights and expenses incurred interests in connection with and to such Intellectual Property to Buyer; (G) the Finished Goods Inventory, all documents or other tangible materials described in Section 1.01(a)(viii), the Equipment (other than the Equipment that is necessary to manufacture the products required by Seller under the Supply Agreement), a copy of the Assigned Contract, and copies of the Permits; (H) the Customer List; and (I) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (b) The obligation of Buyer to consummate the transactions contemplated by this AgreementAgreement to be consummated on the Final Closing Date is subject to the satisfaction of the following conditions on or before the Final Closing Date: (i) The representations and warranties set forth in Article IV that are not subject to materiality or Material Adverse Effect qualifications, as the same relate to the Raw Materials Inventory, shall be true and correct in all material respects at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date, and the representations and warranties set forth in Article IV that are subject to materiality or Material Adverse Effect qualifications, as the same relate to the Assets to be transferred to Buyer on the Final Closing Date, shall be true and correct in all respects at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; F. There (ii) Seller shall have performed all of the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Final Closing Date; (iii) The Manufacturing Transfer shall have occurred in accordance with Section 2.02(h) and Schedule 2.02(h); (iv) Buyer will have received evidence satisfactory to it that there is not be in effect threatened, instituted or pending any Lawaction or proceeding, order, ruling, judgment or writ of before any court or public or governmental authority restrainingor agency, enjoining domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise prohibiting any directly or indirectly restrain or prohibit, the consummation of the transactions contemplated by hereby on the Final Closing Date or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement; G. The Company shall have obtained all consents, approvals Agreement or waivers from governmental authorities the Related Agreements relating to the transactions to be consummated on the Final Closing Date or (iii) otherwise relating to and third persons necessary for the execution, delivery and performance of the Documents and materially adversely affecting the transactions contemplated therebyhereby on the Final Closing Date; (v) No Person will have asserted or threatened that such Person is the owner of, or has the right to acquire or to obtain ownership of, any of the Raw Materials Inventory or is entitled to all without material cost or any portion of the Purchase Price with respect thereto; (vi) No Material Adverse Effect with respect to the CompanyRaw Materials Inventory shall have occurred; H. (vii) Seller shall have complied with the covenants set forth in Section 6.14; and (viii) Seller shall have delivered to Buyer all of the following with respect to the Raw Materials Inventory: (A) an executed Xxxx of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have received reasonably requested pursuant to Section 3.02 hereof, provided that Buyer shall request any such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary instrument no later than three business days prior to effect a closing of the matters herein contemplatedFinal Closing Date; I. Delivery by the Company (B) a certificate of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement appropriate officer of Buyer's legal fees Seller substantially in the amount of $5,000form set forth in Exhibit E hereto, dated the Final Closing Date, (i) stating that the conditions precedent set forth in subsection (b) above have been satisfied; and (C) the Raw Materials Inventory.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by it pursuant to any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer; and J. Reimbursement (f) Buyer shall have accepted the status of Buyer's legal fees title as reflected in the amount of $5,000commitments for title insurance or title opinions (as such commitments or opinions may have been modified) delivered by Seller pursuant to Section 5.04 hereof.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase buy the Securities on Purchased Assets shall be subject to the Closing Date pursuant to this Agreement is conditioned uponsatisfaction of, or waiver by Buyer of, the following conditions: A. (a) Buyer shall have received executed counterpart signatures of Seller to each relevant Transfer Document to which Buyer is a party; (b) Seller shall have tendered delivery of the Purchased Assets to Buyer at the Delivery Location; (c) receipt by Buyer of the fully executed Warranty Xxxx of Sale; (d) receipt by Buyer of a non-incident statement with respect to the Engine, covering the period up to Delivery in form and substance reasonably satisfactory to Buyer; (e) the Engine shall be in the condition required by the Company Lease Agreement. The Operative Documents shall be substantially the same (without any amendment or modifications of any kind unless accepted by Buyer in its sole discretion) as when Buyer completed its inspection of the DebentureOperative Documents; (f) the Operative Documents shall be in full force and effect and Buyer shall have received true, complete and original copies of such documents; (g) Seller shall have complied with all requirements of Seller under the Operative Documents to which it is a party for transfer of the Purchased Assets, including obtaining any necessary consents from Lessee; (h) there shall have been no Event of Loss or event, which with the giving of notice, the Conversion Warrant passage of time or both, would result in the occurrence of an Event of Loss, with respect to the Engine; (i) Buyer shall have completed a satisfactory title and lien search of the Purchased Assets and the other Agreements Operative Documents evidencing compliance with the terms of this Agreement; (j) receipt by Buyer of certificates from Lessee’s insurance broker evidencing compliance with the insurance provisions of the Lease; (k) receipt by Buyer from Seller of all documentation required in connection with Buyer’s “know your customer” procedures; (I/N/O ) Buyer shall be satisfied that Seller (or I/N/O Buyer's nomineeany of its affiliates) is not: (i) a target of U.S., European Union, United Kingdom, or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union or United Kingdom persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union or the United Kingdom may not conduct business, including, but not limited to, restricted party lists published or maintained by (A) U.S. Treasury Department’s Office of Foreign Assets Control, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) Her Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii);; and B. The accuracy on the Closing Date (m) each of the representations and warranties of the Company Seller contained herein shall be true and correct in this Agreement all material respects as if made on the Closing Date of Delivery (except for to the extent that such representations and warranties which, by their express terms, speak as of and relate solely to a specified an earlier date, in which case such accuracy they shall be measured true in all material respects as of such specified earlier date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby on the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Buyer to the extent permitted by Applicable Law; provided, however, that to the extent any Seller or any Company is incapable of satisfying any of the conditions in Sections 9.1(a), 9.1(b), 9.1(c) and 9.1(e) of this Article IX, Buyer shall either (i) waive such condition or conditions and release, in writing, any claim under this Agreement with respect to such condition or conditions, or (ii) refuse to consummate the transactions contemplated hereby and release, in writing, Sellers from any further obligation under this Agreement: (a) (i) The representations and warranties of Sellers set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of Sellers set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) as of the Closing Date as though made on and as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) does not have and would not reasonably be expected to have a Material Adverse Effect on Sellers or the Companies; (iii) Sellers shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date and (iv) each Seller shall have executed and delivered to Buyer a certificate to the effect set forth in clauses (i), (ii) and (iii) above. (i) The representations and warranties of the Companies set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of the Company contained Companies set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as if to materiality or Material Adverse Effect contained therein, other than in the case of Section 5.9(b)) as of the Closing Date as though made on and as of the Closing Date (except for representations that any such representation and warranties which, by their express terms, speak warranty that is given as of a particular date or period and relate relates solely to a specified date, in which case such accuracy particular date or period shall be measured true and correct only as of such specified date) date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and the performance by the Company correct in all respects on (without giving effect to any limitation or before qualification as to materiality or Material Adverse Effect contained therein, other than in the Closing Date case of all covenants Section 5.9(b)) does not have and agreements of the Company required would not reasonably be expected to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock have a Material Adverse Effect on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, Companies; (iii) the commencement of a warCompanies shall have performed and complied in all material respects with all agreements, armed hostilities covenants, obligations and conditions required by this Agreement to be performed or other international complied with by the Companies on or national calamity directly or indirectly involving prior to the United States or any of its territories, protectorates or possessions or Closing Date; and (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Companies shall have delivered to Buyer reimbursement a certificate executed by a duly authorized officer of Buyer's reasonable out-of-pocket costs each of the Companies to the effect set forth in clauses (i), (ii) and expenses incurred in connection with the transactions contemplated by this Agreement;(iii) above. F. (c) There shall not have occurred since December 31, 2006 any Material Adverse Effect on the Companies or any event that would reasonably be in effect any Law, expected to have a Material Adverse Effect on the Companies. (d) (i) No order, ruling, judgment injunction or writ decree issued by any Governmental Authority of any court competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this Agreement; G. The Company Agreement shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and be in effect; (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated therebyby this Agreement shall be pending; and, all without material cost to (iii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or makes illegal consummation of the Companytransactions contemplated hereby; H. Buyer (e) All approvals of Governmental Authorities, including the DOJ, FTC, RMA and TDI, required to consummate the transactions contemplated hereby shall have received been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, that no such additional documentsapprovals shall contain any limitations, certificatesrequirements or conditions on Buyer or any Company, payment, assignments, transfers and other deliveries as it which have or its legal counsel may could reasonably request and as are customary be expected to effect have a closing of Material Adverse Effect on Buyer or a Material Adverse Effect on the matters herein contemplatedCompanies; I. Delivery by (f) On the Company of Closing Date, each Employee Seller shall have executed and delivered an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees employment agreement in the amount form attached hereto as Exhibit I (an “Employee Seller Employment Agreement”) and each Employee listed on Schedule 9.1(f) shall have executed and delivered an employment agreement in substantially the form attached hereto as Exhibit J (a “Non-Seller Employment Agreement”), and each such Employee Seller Employment Agreement and Non-Seller Employment Agreement shall be in full force and effect on the date thereof. Each counterparty to an Employee Seller Employment Agreement and Non-Seller Employment Agreement shall be an officer or employee of $5,000a Company serving in the position or positions specified in the applicable Employee Seller Employment Agreement or Non-Seller Employment Agreement and in compliance therewith; (g) Sellers and the Companies shall have made the deliveries required to be made by them under Sections 3.3(a) and 3.3(b), respectively; and (h) Neither the Companies nor any Seller shall have given to Buyer any notice pursuant to Section 7.9.

Conditions to Buyer’s Obligations. The ESI and the Company understands understand that Buyer's obligation to purchase the Securities Shares on the Closing Date pursuant to this Agreement is conditioned upon: A. a. Delivery by the Company to the Buyer of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Shares to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement less those Shares to be held in an escrow account; B. b. The accuracy on the Closing Date of the representations and warranties of ESI and the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by ESI and the Company in all material respects on or before the Closing Date of all covenants and agreements of ESI and the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. c. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock common stock of ESI or the Company on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. d. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;Effect on the Company's business. E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. e. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company f. ESI shall have obtained completed the distribution of all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of its shares of the Documents and Company to ESI's shareholders (the transactions "Distribution") as contemplated thereby, all without material cost to by the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery Form 10SB filed by the Company of an enforceability opinion from its outside counsel in form with the Securities Exchange Commission on March 24, 2003 (the "Form 10SB") and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees there shall not have been any material adverse revisions or other changes in the amount Form 10SB between the date of $5,000its initial filing with the SEC and the date of its effectiveness g. Each of the Option, the Standstill Agreement, the Stockholder Agreement and the Debenture shall have been fully executed by each of the parties.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel), of $30,000; F. H. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. I. Delivery by the Company of irrevocable instructions to the Company's transfer agent to reserve (1) any remaining shares of Common Stock which were reserved in the Prior Transaction for issuance of Common Stock of the Conversion Shares and Warrant Shares and (2) an additional 3,500,000 shares of Common Stock for issuance of the Conversion Shares and the Warrant Shares; J. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. K. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Seller of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of which the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Seller shall be confirmed have assigned to Buyer by delivery the agreements and permits specified in the Disclosure Schedule under the captions referencing Sections 4.14 and 4.23 (except as otherwise noted thereon); (d) Seller shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Seller or any license, franchise or permit of or affecting Seller, regardless of whether assigned to Seller pursuant to Section 8.01(c); (e) Buyer shall have been successful in obtaining the agreement of such of Seller's Business Employees, sales agents, sales representatives, distributors and dealers to become employees, sales agents, sales representatives, distributors and dealers of Buyer as Buyer reasonably concludes are necessary for the continued operation of the chief executive officer of the Company to that effect;Business. C. (f) There shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its subsidiaries to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States this Agreement or any of its territoriesthe other agreements attached as exhibits hereto (collectively, protectorates or possessions and including the Services Agreement, the "Related Agreements"), or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in the case any of the foregoing consequences referred to in Section 8.01(f) hereof; (h) There shall be no material difference between the Latest Balance Sheet Trial Balance and the Closing Date Trial Balance (as defined in subsection (k)(vii) below); (i) Buyer shall not have discovered any fact or circumstance existing at as of the date of this AgreementAgreement which has not been disclosed to Buyer as of the date of this Agreement regarding the Business or Assets, which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the value of the Assets or the Business, as determined by the Buyer in its reasonable discretion; (j) There shall have been no damage, destruction or loss of or to any of the Assets, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material acceleration adverse effect on the Assets or worsening thereofthe Business; D. There not having occurred any event or development(k) On the Closing Date, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) the Xxxx of Sale and expenses incurred in connection with such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) the transactions contemplated by this Assignment and Assumption Agreement; F. There shall not be (iii) certificates of the officers of Seller with the best knowledge of the Company or other persons satisfactory to Buyer substantially in effect any Lawthe form set forth in Exhibit G attached hereto, orderdated the Closing Date, rulingstating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (iv) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (v) a copy of the text of the resolutions adopted by the board of directors of Seller authorizing the execution, judgment or writ delivery and performance of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any this Agreement and the consummation of all of the transactions contemplated by this Agreement; along with a certificate executed on behalf of Seller, by its corporate secretary certifying to Buyer that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance (vi) an executed copy of each of the Documents and the transactions contemplated thereby, all without material cost to the CompanyRelated Agreements; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect (vii) a closing trial balance of accounts receivable of the matters herein contemplated; I. Delivery Business dated as of the close of business on the day before the Closing certified by the Company Chief Financial Officer of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in Seller (the amount of $5,000."Closing Date Trial Balance"); and

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date (it being understood that the following conditions are included for the exclusive benefit of the Buyer and may be waived, in whole or in part, in writing by the Buyer at any time): (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects (except those which are already subject to materiality in which case they shall be true) at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of the covenants and agreements of the Company required to be performed and complied with by it pursuant to under this Agreement on prior to the Closing; (c) Seller shall have assigned to Buyer the agreements and permits specified in Schedule 1.1(c), and any third-party consents required for such assignment shall have been obtained; (d) Seller shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby; (e) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto (collectively, the "Related Agreements"), or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.1(e) hereof; (g) Seller shall have completed and delivered to Buyer audited balance sheets, as of December 31, 2002 and December 31, 2001, of Seller's business and the audited statements of earnings, shareholders' equity and cash flows of its business for the years ended December 31, 2002 and December 31, 2001, which audited financial statements shall be based upon the information contained in the books and records of Seller and fairly present, in all material respects, the financial condition of its business as of the dates thereof and results of operations for the periods referred to therein, and such audited financial statements shall have been prepared in accordance with general accepted accounting principles, consistently applied throughout the periods indicated, and shall not be materially different than the unaudited balance sheet and statements of earnings, shareholders' equity and cash flows attached as Exhibit E; (h) On the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyerthe following: (i) an executed copy of the Bill of Sale and such other instruments of conveyance, trxxxxer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.2 hereof; (ii) an executed copy of the Assignment and Assumption Agreement; (iii) an executed copy of the Escrow Agreement; (iv) an executed copy of the Security Agreement (as defined in Section 11.5); (v) an executed certificate substantially in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a), (b), (e) and (f) above have been satisfied; (vi) an executed certificate of the Secretary of the Seller certifying and attaching the constating documents of the Seller, certifying and attaching all requisite resolutions or actions of Seller's reasonable out-of-pocket costs members and expenses incurred in connection with board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency and signatures of the officers of the Seller executing this Agreement and any other document relating to the transactions; (vii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (viii) an executed copy of an Indemnification Agreement from Gerald L. Trooien in the form of Exhibit G; (ix) an executed copy of each of the Related Agreements; (x) if required, completed and duly signed copy of the Private Placement Questionnaire and Undertaking, in the form attached as Schedule "A" to the Subscription Agreement; (xi) physical possession of all assets, to the extent applicable; and (xii) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (i) The Buyer having received shareholder approval of the closing of a US$3,000,000 private placement of units by the Buyer to Gerald Trooien or his nominee pursuant to an agreement dated thx xxxx xxxxxx between the Buyer and Gerald Trooien (the "Private Placement") and the transactions cxxxxxxxxxxx xx this Agreement; F. There shall not be (j) Receipt by the Buyer of a fairness opinion from its financial advisor, Agile Equity LLC, that the transaction contemplated in effect any Law, order, ruling, judgment or writ this Agreement is fair from a financial point of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any view to the shareholders of the transactions Buyer and such fairness opinion not having been withdrawn; (k) Receipt by the Buyer of approval of the Toronto Stock Exchange to the transaction contemplated by this herein and to the issuance of the units under the Subscription Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities (l) Execution of employment and third persons necessary for assignment of inventions and intellectual property agreements between the execution, delivery Buyer and performance employees of the Documents and Seller who are selected by the transactions contemplated therebyBuyer, all without material cost on terms satisfactory to the Company;Buyer at its sole discretion; and H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it (m) a certificate of good standing (or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery equivalent) issued by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000applicable corporate regulatory authority.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Escrow Agent of the Debenture, the Conversion Warrant Debenture and the other Agreements Warrant (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. F. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel); F. G. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. H. Delivery by the Company of irrevocable instructions to the Company's transfer agent to reserve one million one hundred thousand (1,100,000) shares of Common Stock for issuance of the Conversion Shares, the Interest Shares and the Warrant Shares; I. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;Company and H. J. Delivery by Xxxxxx X. Xxxxxx of (i) a pledge agreement, in form and substance satisfactory to Buyer, pursuant to which Xx. Xxxxxx pledges and otherwise grants to Buyer a security interest in all of his right, title and interest in certain securities (the "Pledge Shares") beneficially owned solely by Xx. Xxxxxx which are exchangeable for one million (1,000,000) shares of Common Stock in the aggregate and (ii) the certificate(s) representing the Pledge Shares together with duly executed stock powers other instruments of transfer in form and substance satisfactory to Buyer. K. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on consummate the Closing Date pursuant are subject to this Agreement is conditioned uponthe satisfaction (or waiver by Buyer) of the following conditions: A. Delivery by (a) Except for the Company of the Debenturerepresentations and warranties contained in Section 3.12, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained Seller made in this Agreement that are qualified as if made on to materiality or Material Adverse Effect shall be true and correct as of the Closing Date (as though made as of such time, except for to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified date, an earlier date (in which case such accuracy representations and warranties shall be measured true and correct in all material respects on and as of such specified earlier date) ). The representations and the performance by the Company warranties of Seller made in this Agreement that are not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). Seller shall have performed or before the Closing Date of complied in all material respects with all obligations and covenants and agreements of the Company required by this Agreement to be performed or complied with by it pursuant to this Agreement on or before Seller by the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company . Seller shall have delivered to Buyer reimbursement a certificate dated the Closing Date and signed by the chief executive officer or chief financial officer of Buyer's reasonable out-Seller confirming the foregoing. (b) No provision of any applicable statute, rule, regulation, executive order, decree, temporary restraining order, judgment, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") shall be in effect that (x) prevents the sale and purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement, (y) would adversely affect or interfere with the operation of the Business as currently conducted after the Closing, or (z) would require Buyer or any of its Affiliates to sell or otherwise dispose of-pocket costs , hold separate or otherwise divest itself of, or operate in any particular manner, any of the Purchased Assets or any of the assets, properties or business of Buyer or any of its Affiliates. (c) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding, (i) challenging or seeking to restrain, prohibit, alter or materially delay the sale and expenses incurred purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement, or seeking to obtain from Buyer or any of its Affiliates in connection with the sale and purchase of the Purchased Assets any material damages or (ii) seeking to prohibit Buyer or any of its Affiliates from effectively controlling or operating a material portion of the Business or the Purchased Assets. (d) The waiting period under the HSR Act relating to the transactions contemplated by this Agreement;Agreement shall have expired or been terminated. F. There (e) Since the date hereof, there shall not be have been any material adverse change in effect the condition or operation of the property, equipment or any Law, order, ruling, judgment plant of Seller. (f) The conditions to the effectiveness of the Agreement between Buyer and Vitro S.A. dated as of the date hereof (the "Vitro-Saint Gobain Agreement") shall have been satisfied or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any waived and assuming the consummation of the transactions contemplated by this Agreement;, the Vitro-Saint Gobain Agreement shall be in full force and effect. G. (g) The Company Bankruptcy Court shall have issued the Sale Order on or prior to December 15, 1996, and the Sale Order shall not be subject to any stay. (i) The provisions of the master and local collective bargaining agreements covering employees of Seller and its subsidiaries relating to work rules shall have been amended to reflect prevailing industry standards and (ii) any retroactive (but not prospective) payments of wage increases forfeited in prior periods under such agreements as a result of the consummation of the transactions contemplated hereby shall have been waived or the Bankruptcy Court shall have issued an order, not subject to stay, that Seller may assign and Buyer may assume such collective bargaining agreements without any acceleration of the deferred wage increases negotiated under the current agreements. (i) Buyer shall have obtained all consentsthe consent of each of Coors Brewing Company ("Coors"), approvals The Xxxxx Brewery Company ("Strohs"), and the parties (other than Seller) to the agreements listed on Schedule 10.01, or waivers from governmental authorities the Bankruptcy Court shall have issued an order, that Seller's supply agreements with each of Coors and third persons necessary for Strohs and the executionagreements listed on Schedule 10.01, delivery and performance will not be terminated or materially altered as a result of the Documents and the transactions contemplated therebyhereby. (j) Buyer shall have obtained the consent of Xxxxx-Illinois, all without material cost or the Bankruptcy Court shall have entered an order, not subject to any stay, (i) enabling Buyer to make full use of the existing Seller equipment and technology covered by the Xxxxx-Illinois Technical Assistance Agreement for a period of time equal to the earlier of the useful life of such equipment and eight years, (ii) enabling Buyer to purchase complementary equipment (of a type being used by Seller prior to the filing of the Petition) for ongoing projects at current prices and to purchase spare parts at commercially reasonable prices, (iii) providing for the termination of the Xxxxx-Illinois Technical Assistance License Agreement as of the Closing Date and (iv) providing for a phase-out over five years of the licensing fee payable by Buyer to Xxxxx-Illinois, in each case, on terms reasonably satisfactory to Buyer. (k) Buyer, at its expense, shall have received for each of the Fee Properties: (I) an ALTA (or local equivalent) owner's extended coverage policy of title insurance issued by a title company satisfactory to Buyer and dated the Closing Date insuring the Company;'s or its subsidiaries' title to such Fee Property in an amount not exceeding the allocated portion of the Purchase Price applicable thereto and free and clear of all Liens and other exceptions to or exclusions from coverage other than Permitted Liens. Without limiting the foregoing, no such title insurance policy shall create an exception for or exclusion from the coverage of such policy or from the liability of the title company on account of acts or omissions of Seller or its subsidiaries or facts known to the insured (or to its or their current or former directors, stockholders, partners, officers, agents or employees) where such acts or omissions occurred prior to the Closing Date. Each such title insurance policy shall contain, where obtainable in the particular jurisdiction, ALTA (or local equivalent) zoning, comprehensive, survey, contiguity (where appropriate), nonimputation and public-street access endorsements and otherwise be in form and substance reasonably satisfactory to counsel for Buyer; and H. (II) a survey of such Fee Property dated no earlier than six months prior to the date hereof, prepared in insurable form in accordance with standards applicable to registered and licensed land surveyors making surveys in the jurisdiction in which the Fee Property is located. Each survey shall be certified to Buyer and the title company and shall show (A) the courses and distances of all boundary lines of the Fee Property (including appurtenant easements), (B) the location of all improvements situated on or above such parcel and on or above any easements or rights of way affecting the Fee Property, (C) all encroachments of adjoining improvements onto such Fee Property, (D) all encroachments of improvements onto any adjoining property, (E) the location of all easements and other rights burdening the Fee Property and all encroachments of improvements onto the areas of such easements, (F) the location of all roadways, alleys, rights of way and the like affecting the Fee Property, (G) all accessways from the Fee Property to public streets and (H) such other facts and conditions affecting the Fee Property as are appropriate, or as may have been reasonably requested by Buyer, to be shown on such survey. Each such survey shall otherwise be in form and substance reasonably satisfactory to counsel for Buyer. (l) The joint venture agreement with Coors shall have been amended (i) to eliminate or modify the provision of such joint venture agreement that requires Seller to purchase the production output of the Rocky Mountain Bottling Company in excess of the Coor's Golden, Colorado plant's volume requirements or (ii) to modify the transfer pricing provided in such joint venture agreement for the purchase by Seller of such excess production, in either case on terms reasonably satisfactory to Buyer; PROVIDED that representatives of Seller shall be invited and be given sufficient opportunity to attend or participate in any meetings or conversations with Coors. (m) The Bankruptcy Court shall have issued an order not subject to any stay providing for the assignment to Buyer of all of the leases relating to the Leased Property. (n) As of the Closing Date, (i) there shall be no material liabilities of Seller and its subsidiaries (including any of their respective predecessors) or of or relating to the Purchased Assets or the Business arising under or relating to any Environmental Law, except as disclosed on Schedule 3.12, and (ii) there shall have been no material adverse change in the items (or the related liabilities) disclosed on Schedule 3.12, taken as a whole. (o) Buyer shall have received such additional documentsin respect of each Fee Property and Leased Property located in the State of New Jersey, certificatesevidence of compliance by Seller with the requirements of the New Jersey Industrial Site Recovery Act, paymentwhich evidence shall be satisfactory to Buyer in its sole discretion and shall not impose upon Buyer any obligations or liabilities to which Buyer shall not have consented in writing prior to the Closing. (p) Buyer shall have received in respect of each Fee Property and Leased Property located in the State of Connecticut, assignmentsa Connecticut Transfer Form from Seller, transfers which form shall be satisfactory to Buyer in its sole discretion and shall not impose upon Buyer any obligations or liabilities to which Buyer shall not have consented in writing prior to the Closing. (q) Without limiting any conditions set forth in Sections 10.01(o) and 10.01(p), Seller shall have complied with all applicable environmental notification statutes, laws and regulations unless failure to do so would not have a Material Adverse Effect. (r) Buyer shall have received an agreement or agreements among Seller, Buyer, Landlord and Citicorp with respect to the Headquarters Lease that acknowledges and provides that (i) Seller has assumed the Headquarters Lease, cured all defaults thereunder and satisfied all of its obligations thereunder pursuant to the Letter Agreement dated as of April 27, 1992 attached as Schedule 1 to the First Amendment to Lease; (ii) the Headquarters Lease is modified (A) to provide that the Purchase Option and the Termination Option may be exercised at any time to and including April 17, 1997 or 60 days after the Closing Date (whichever is later), that the purchase price under the Purchase Option is the unpaid principal amount of the Citicorp Loan and that the Liens securing the Citicorp Loan will be released upon closing and payment of the purchase price under the Purchase Option, (B) to provide that the expiration date of the Headquarters Lease and the date of payment of the Residual Value Guaranty Amount will be June 16, 1997 or 150 days after the Closing Date (whichever is later), (C) to provide that Seller, Buyer and Landlord do not need to negotiate the renewal terms pursuant to the Renewal Option and (D) to delete from the Lease the events of default in subparagraphs (12), (13), (14) and (15) and any other deliveries covenants, events of default and provisions that are personal to Seller; (iii) the Headquarters Lease, as it so modified, is assigned to Buyer or its legal counsel may reasonably request designee; (iv) Buyer or its designee assumes Seller's obligations under the Lease (including the obligation to pay monthly rent) after the Closing Date; and as are customary (v) Landlord and Citicorp consent to effect a closing the foregoing amendment, assignment and assumption of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Headquarters Lease. The agreement or agreements required under this clause (r) shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of . Except for Buyer's legal fees and expenses, Buyer shall not be required to make any monetary payments to Landlord or Citicorp or otherwise in the amount of $5,000order to obtain such agreement or agreements.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by of Irrevocable Instructions to the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands obligations of Buyer to consummate the closing of the transactions contemplated in this Agreement is subject to the satisfaction or waiver (by Buyer in writing), at or before the Closing, of the following conditions: (a) the waiting period under the HSR Act shall have expired or been terminated (“HSR Approval”) and all other clearances required under other applicable Law relating to competition and set forth in Schedule 6.2(a) shall have been obtained; (b) no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other Order (whether temporary, preliminary or permanent) that Buyer's obligation to purchase prohibits or makes illegal the Securities on consummation of the transactions contemplated herein and such statute, rule, regulation, judgment, decree, injunction or other Order is in effect; (c) (i) (A) the Seller Fundamental Representations shall be true and correct at and as of the date of this Agreement and the Closing Date pursuant to as though made on and as of the date of this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for that those representations and warranties which, by their express terms, speak that are made as of a specific date need only be so true and relate to a specified date, in which case such accuracy shall be measured correct as of such specified date) and (B) the performance by representation and warranties of Seller contained in ARTICLE IV (other than the Company in all respects on Seller Fundamental Representations) shall be true and correct, without giving effect to any limitation as to materiality or before “Material Adverse Effect” set forth therein, at and as of the date of this Agreement and the Closing Date as though made on and as of the date of this Agreement and the Closing Date (except that those representations and warranties that are made as of a specific date need only be so true and correct as of such date), except, in the case of clause (B) for any breach or inaccuracy of any representations and warranties which do not, individually or in the aggregate, constitute a Material Adverse Effect; (ii) Seller shall have performed or caused to have been performed in all material respects all of the obligations, covenants and agreements of the Company required by this Agreement to be performed by it pursuant Seller prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, Closing; and (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement a certificate executed by an officer of Buyer's reasonable out-of-pocket costs Seller, dated as of the Closing Date, stating that each of the conditions specified in clauses (i) and expenses incurred in connection with the transactions contemplated by this Agreement(ii) is satisfied; F. There (d) this Agreement shall not have been terminated in accordance with Section 7.1(f); (e) during the period from the date of this Agreement until the Closing, no event, occurrence, development or state of circumstances or facts which constitutes a Material Adverse Effect shall have occurred; and (f) Seller shall have delivered, or caused to be delivered, the following items to Buyer: (i) a bxxx of sale and assignment and assumption agreement for the Purchased Assets (the “Bxxx of Sale”) substantially in effect any Lawthe form of Exhibit B attached hereto, orderduly executed by Seller and its applicable Affiliates; (ii) a U.S. Intellectual Property Assignment Agreement for the Acquired Intellectual Property (the “U.S. IP Assignment”) substantially in the form of Exhibit C attached hereto, rulingduly executed by Seller or its applicable Affiliates, judgment as the case may be; (iii) a Foreign Intellectual Property Assignment Agreement for the Acquired Intellectual Property (the “Foreign IP Assignment”) substantially in the form of Exhibit D attached hereto, duly executed by Seller or writ its applicable Affiliates, as the case may be; (iv) a transition services agreement relating to the provision of any court or public or governmental authority restrainingcertain shared services following Closing (the “Transition Services Agreement”) substantially in the form of Exhibit E attached hereto, enjoining or otherwise prohibiting any duly executed by Seller; (v) the Retained Technology License, duly executed by Seller; (vi) IRS Forms W-9 of Seller and each applicable Affiliate; (vii) the certificate described in Section 6.2(c)(iii); (viii) the tax elections required by Section 7.14, duly executed by Seller, if requested by Buyer; (ix) a certificate of good standing for Seller as of the transactions contemplated by this Agreementmost recent practicable date prior to Closing from the Secretary of State of Ohio; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary (x) a certificate of good standing for the execution, delivery and performance each Real Estate Subsidiary as of the Documents and most recent practicable date prior to Closing from the transactions contemplated thereby, all without material cost to the Companyapplicable Secretary of State; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers (xi) duly executed unit powers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing original membership interest certificates evidencing the transfer of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory Real Estate Subsidiary Units to Buyer; and J. Reimbursement (xii) duly executed stock powers and original stock certificates evidencing the transfer of the SOWC Equity to Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase the Securities on consummate the Closing Date pursuant Transactions is subject to this Agreement is conditioned uponthe satisfaction (or waiver by Buyer in writing) of the following conditions as of the time of the Closing: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained set forth in (i) Sections 8.3 and 8.6(a) shall be true and correct (other than, the case of Section 8.3, such failures to be true and correct as are insignificant) in each case of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if made on and as of the Closing Date, and (ii) Sections 8.1, 8.2 and 8.4(a) shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if made on and as of the Closing Date. All other representations and warranties set forth in Article VIII (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranty) will be true and correct in all respects at and as of the date of this Agreement and the Closing Date, as if made on and as of the Closing Date (except for other than those representations and warranties which, by their express terms, speak that address matters only as of and relate to a specified date, in the accuracy of which case such accuracy shall be measured determined as of such that specified date) and the performance by the Company date in all respects respects), except where the failure of such representations and warranties to be true and correct have not had and would not reasonably be expected to have a Material Adverse Effect on or before the Closing Date Company; (b) The Company will have performed and complied, in all material respects, with all of all the covenants and agreements of the Company required to be performed by it pursuant to under this Agreement on at or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (ic) No judgment, decree, injunction or order of any general suspension Governmental Entity of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company competent jurisdiction shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment as of the Closing that restrains or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any prevents the consummation of the transactions contemplated by this Agreement; G. The Company , and there shall have obtained all consents, approvals not be any Legal Requirement enacted or waivers from governmental authorities and third persons necessary for the execution, delivery and performance deemed applicable to this Agreement that makes consummation of the Documents and the transactions contemplated thereby, all without material cost to the Companyby this Agreement illegal; H. Buyer shall have received such additional documents(d) No action or proceeding brought by any Governmental Entity seeking a judgment, certificatesdecree, payment, assignments, transfers and other deliveries as it injunction or its legal counsel may reasonably request and as are customary to effect a closing order that would restrain or prevent the consummation of the matters herein contemplatedClosing Transactions shall be pending; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debenture on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of the DebentureDebenture (which shall have been duly authorized, the Conversion Warrant issued and the other Agreements (I/N/O Buyer or executed I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. F. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel); F. G. There shall not be in effect any Lawlaw, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. H. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of this Agreement, the Documents Debenture, the Supplemental Debenture, the March Warrant, the August Warrant, the Supplemental Warrant and the Registration Rights Agreement and the transactions contemplated hereby and thereby, all without material cost to the Company;Company and H. I. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on transaction contemplated hereby is subject to the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company fulfillment of all of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date of all covenants and agreements of the Company required prior to be performed by it pursuant to this Agreement on or before the Closing Date, all upon the non- fulfillment of any of which this Agreement may, at Buyer's option, be terminated pursuant to and with the effect set forth in Article IX: (a) Each and every representation and warranty made by Seller shall be confirmed to Buyer by delivery true and correct in all material respects as if originally made on and as of the certificate of the chief executive officer of the Company to that effectClosing Date; C. There not having occurred (ib) any general suspension All obligations of trading inSeller to be performed hereunder through, or limitation on prices listed forand including on, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereofClosing Date shall have been performed; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (c) Seller shall have delivered to Buyer reimbursement filed pleadings no later than October 15, 1995 seeking the Court's approval of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There (d) The Court shall have entered an order in substantially the form attached hereto (the "ORDER") in the Bankruptcy Case authorizing the purchase and sale of the Purchased Assets under this Agreement, upon the terms and conditions set forth in this Agreement, and otherwise free and clear of: (i) all liens, title claims, encumbrances and security interests; (ii) all contracts, agreements and employment agreements, other than those purchased under Section 1.1(c) hereof and any real property taxes relating to the real property; and (iii) all obligations and liabilities. The Order shall contain a finding of fact that Buyer is making its purchase in good faith within the meaning of Section 363(m) of the Bankruptcy Code. No stay of the Order shall have been issued by the Court or any other court. As of the Closing Date, the Order shall not be have been modified, amended, dissolved, revoked or rescinded in effect any Lawway materially adverse to the Buyer; and (e) No suit, order, ruling, judgment proceeding or writ of investigation shall have been commenced by any court or public or governmental authority restrainingor private person on any grounds to restrain, enjoining enjoin or otherwise prohibiting any hinder, or to seek material damages on account of, the consummation of the transactions transaction contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance hereby which is not disposed of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Order.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on closing of the Closing Date pursuant to transaction contemplated in this Agreement is conditioned upon: A. Delivery by subject to the Company of the Debenturesatisfaction or waiver, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on at or before the Closing Date of all covenants and agreements Closing, of the Company required to be performed by it pursuant to following conditions set forth in this Agreement on or before the Closing DateSection 7.1: (a) all filings, all of which shall be confirmed to Buyer by delivery authorizations and approvals and consents set forth in Section 5.4 of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred Disclosure Letter shall have been made with or obtained (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, from all applicable Governmental Authorities and (ii) the declaration of a banking moratorium from each third party (including, specifically, Xxxxxx Land Conservation Management, LLC) with respect to any Contract listed thereon that, were such filing, authorization, approval or any suspension of payments in respect of banks consent not so made or obtained, would in the United States, (iii) the commencement reasonable opinion of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could Buyer have a Material Adverse Effect; E. The Company (b) there shall have delivered be no suit, action, investigation or proceeding pending or threatened before any Governmental Authority by which it is sought to Buyer reimbursement of Buyer's reasonable out-of-pocket costs restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawno injunction, judgment, order, rulingdecree or ruling with respect thereto shall be in effect; (i) the representations and warranties of Sellers contained in Articles 4 and 5, judgment or writ of any court or public or governmental authority restrainingas applicable, enjoining or otherwise prohibiting any shall be true and correct as of the transactions contemplated Closing Date as if made as of the Closing Date (other than those representations and warranties made as of a specific date, which shall be true and correct as of such date), except for representations and warranties the circumstances giving rise to which do not and would not reasonably be expected to have a Material Adverse Effect on the Business; (ii) Sellers shall have performed or caused to have been performed in all material respects all of the covenants and agreements required by this AgreementAgreement to be performed by Sellers prior to the Closing; and (iii) Buyer shall have received one or more certificates stating that each of the conditions specified above in clauses (i) and (ii) is satisfied; G. The Company (d) Buyer shall have obtained all consentsreceived the following: (i) a xxxx of sale for the Acquired Assets and an assignment and assumption agreement for the Assumed Contracts, approvals or waivers from governmental authorities each in form and third persons necessary for substance reasonably satisfactory to Buyer, covering items of tangible and intangible personal property included in the Acquired Assets and transferring Sellers' rights, duties and obligations in the Assumed Contracts to Buyer; (ii) copies of the resolutions duly adopted by each Seller's board of directors and stockholders authorizing the execution, delivery and performance of the Documents this Agreement and the transactions contemplated therebyAncillary Agreements to which such Seller is party, duly certified by the Secretary of each Seller, all without material cost to of which resolutions shall be in full force and effect on the Closing Date; (iii) a general warranty deed for the Owned Real Property; (iv) an assignment of all of the Company; H. Buyer shall have received such additional documents's right, certificatestitle and interest in any membership interests in Xxxxxxxxxx, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery resignation by the Company as any statutory agent, officer, or manager of Xxxxxxxxxx; (v) amendments reasonably acceptable to Buyer to those agreements with Xxxx Xxxxxx more fully described in Items 1 and 2 of subsection (j) of Section 5.13 of the Disclosure Letter, which amendments would eliminate any payment obligation to Xx. Xxxxxx thereunder with respect to future mining or timber parcels; (vi) the Pay-Off Documents in a commercially reasonable form with respect to the Closing Indebtedness which letters provide for the release of all Liens relating to the Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (vii) a certificate, dated within ten (10) days of the Closing Date, issued by the Secretary of State of Ohio, with respect to the status of the Company as a corporation in good standing; and (viii) such further documents and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Buyer may reasonably require to assure the sale and assignment of the Acquired Assets as contemplated by this Agreement. Any agreement or document to be delivered to Buyer pursuant to this Section 7.1, the form of which is not attached to this Agreement as an enforceability opinion from its outside counsel exhibit, shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all of which : (a) The representations and warranties set forth in Article IV to this Agreement shall be confirmed to Buyer by delivery true and correct in all material respects at and as of the certificate Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Imagyn or Sellers of discoveries, events or occurrences arising on or after the chief executive officer of the Company to date), except that effect; C. There not having occurred (i) any general suspension of trading in, such representation or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration warranty made as of a banking moratorium or any suspension of payments in respect of banks in the United States, specified date (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at than the date of this Agreement, a material acceleration or worsening thereof) shall only need to have been true on and as of such date; D. There not having occurred any event or development, (b) Imagyn and there being Sellers shall have performed in existence no condition, having or which reasonably all material respects all of the covenants and foreseeably could have a Material Adverse Effectagreements required to be performed and complied with by them under this Agreement prior to the Closing; E. The Company (c) Imagyn and Sellers shall have delivered obtained, or caused to Buyer reimbursement of Buyer's reasonable out-of-pocket costs be obtained, each consent and expenses incurred approval necessary in connection with order that the transactions contemplated by this Agreementherein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Assets pursuant to the provisions of, any material agreement, arrangement or undertaking of or affecting Imagyn or either Seller or any license, franchise or permit of or affecting Imagyn or either Seller, including, without limitation, consent from the Majority Lenders under that certain Amended and Restated Credit Agreement dated August 24, 1998 and from the other party or parties to the agreements listed on Schedule 1.01(d), except for such consents that Buyer has indicated are not required; F. (d) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (e) There shall not be in effect threatened, instituted or pending any Lawaction or proceeding, order, ruling, judgment or writ of before any court or public or governmental authority restrainingor agency, enjoining domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise prohibiting any directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by this Agreement; G. The Company shall have obtained Buyer of all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance a material portion of the Documents and Assets, or to compel Buyer to dispose of or to hold separately all or a material portion of the business or assets of Buyer, as a result of the transactions contemplated therebyhereby, all without (iii) seeking to invalidate or render unenforceable any material cost provision of this Agreement or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the Company; H. Buyer shall have received such additional documentstransactions contemplated hereby by any federal, certificatesstate or foreign court, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.government or

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) the representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Seller of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of which the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing, including, but not limited to, that set forth in Section 2.06 hereof; (c) Seller shall be confirmed have assigned to Buyer by delivery the leases, agreements, contracts, arrangements and licenses specified in Sections 4.08, 4.10, 4.11, 4.13, 4.14, 4.19 and 4.22(b) of the certificate Disclosure Schedule. (d) Seller shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the chief executive officer Assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Seller or any license, franchise or permit of or affecting Seller, regardless of whether assigned to Seller pursuant to Section 8.01(c), including, without limitation, the written approval of the Company lessor under each real or personal property lease to that effectbe assigned to Buyer to such assignment, which approval shall contain the lessor's consent to Buyer providing its lenders with a security interest in Buyer's interest in such leasehold following the Closing; C. There (e) Seller's general and limited partners shall have approved this Agreement and the transactions contemplated hereby to the extent required by law and Seller's agreement of limited partnership; (f) all material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (g) there shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its subsidiaries to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a warthis Agreement, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (h) there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.01(g) hereof; (i) there shall have been no material adverse change in the case financial condition or operations of the foregoing existing at Business or the condition or value of the Assets; provided, that Buyer and Seller agree that the failure to accept offers of employment made by Buyer consistent with Section 10.04(a) hereof by a group of Seller employees material to the Business shall be deemed a material adverse change in the operations of the Business; (j) there shall have been no damage, destruction or loss of or to any of the Assets, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material adverse effect on the Business or the condition or value of the Assets; (k) the information set forth in the Disclosure Schedule shall be true, complete and correct, in all material respects, and the information contained therein shall not have changed materially from the information contained therein as of the date of execution of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development(l) Buyer shall have received from counsel for Seller a written opinion, dated as of the Closing Date, addressed to Buyer, in form and there being in existence no conditionsubstance reasonably satisfactory to Buyer and its counsel, having or which with respect to such matters as Buyer and its counsel may reasonably and foreseeably could have a Material Adverse Effectrequest; E. The Company (m) on the Closing Date, Seller shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) the Bill xx Sale and expenses incurred in connection with such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) the transactions contemplated by this Assignment and Assumption Agreement; F. There shall not be (iii) a certificate of an appropriate officer of Seller, dated the Closing Date, stating that the conditions set forth in effect any Lawsubsections 8.01(a) - 8.01(k) above have been satisfied; (iv) copies of the third party and governmental consents and approvals referred to in subsections (d) and (f) above; (v) a copy of the text of the resolutions adopted by the general and/or limited partners of Seller authorizing the execution, order, ruling, judgment or writ delivery and performance of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any this Agreement and the consummation of all of the transactions contemplated by this Agreement; along with a certificate executed on behalf of Seller, by an appropriate officer certifying to Seller that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; G. The Company shall have obtained all consents(vi) incumbency certificates executed on behalf of Seller by an appropriate officer, approvals certifying the signature and office of each officer executing this Agreement or waivers from governmental authorities any agreements or documents contemplated hereby; and (vii) such other certificates, documents and third persons necessary for the execution, delivery and performance of the Documents and instruments as Buyer reasonably requests related to the transactions contemplated therebyhereby; and (n) The Burkx Xxxup, all without material cost to the Company; H. Buyer LLC shall have received executed and delivered the Distribution Agreements and such additional documents, certificates, payment, assignments, transfers Distribution Agreements shall be in force and other deliveries effect as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Closing.

Conditions to Buyer’s Obligations. Section 6.1. The Company understands that Buyer's obligation of Buyer to consummate the stock purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery transactions contemplated hereby and by the Company each of the Debenture, Purchase Agreements is subject to the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects satisfaction on or before prior to the Closing Date of all covenants and agreements of the Company required following conditions (any of which may be waived by Buyer): (a) The representations and warranties of Sellers herein contained which are qualified as to materiality or Material Adverse Effect shall be true as of and at the time of the Closing with the same effect as though made at such time; all other representations and warranties of Sellers herein contained shall be true as of and at the time of the Closing with the same effect as though made at such time, except where the failure of such representations to be performed by it pursuant true as of and at such time could not reasonably be expected to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company ; and the parties (other than Buyer) to this Agreement and the Purchase Agreements shall have performed all obligations and complied with all covenants and agreements required by this Agreement and the Purchase Agreements to be performed by them or complied with at or prior to the Closing. (b) No order shall have been entered in any action or proceeding before any Governmental Authority (an "Order"), or a preliminary or permanent injunction by a United States court of competent jurisdiction shall have been issued and remain in effect (an "Injunction"), which, in either case, would have the effect of (i) preventing consummation of any of the Stock Purchases, or (ii) imposing material limitations on the ability of Buyer effectively to acquire or hold the Shares or the Business or to exercise full rights of ownership of the Shares acquired by it. (c) There shall not be pending by any Governmental Authority any suit, action or proceeding (or, by any other person, (other than suits by lenders under the Buyer Credit Agreement brought in their capacity as such), any suit, action or proceeding which has a reasonable likelihood, in the written opinion of counsel to Buyer, of success), (i) challenging or seeking to restrain or prohibit the consummation of any of the Stock Purchases or any of the other transactions contemplated by this Agreement or the Purchase Agreements or seeking to obtain from Buyer, the Company or any of their affiliates any damages that are material to any such party (ii) seeking to prohibit or limit the ownership or operation by the Company or any of its subsidiaries of any material portion of the business or assets of the Company or any of its subsidiaries, to dispose of or hold separate any material portion of the business or assets of the Company or any of its subsidiaries, as a result of any of the Stock Purchases or any of the other transactions contemplated by this Agreement or the Purchase Agreements or (iii) seeking to impose limitations on the ability of Buyer to acquire or hold, or exercise full rights of ownership of, any Shares. (d) All applicable waiting periods with respect to the HSR Act shall have expired or been terminated. (e) Sellers shall have obtained and delivered to Buyer reimbursement the Required Consents which are set forth on Section 6.1(e) of Buyer's reasonable out-of-pocket costs and expenses incurred the Disclosure Schedule. (f) There shall not have occurred a Material Adverse Effect. (g) There shall have been delivered to Buyer a certificate executed by the Designated Stockholder dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in Section 6.1(a). (h) Buyer shall have received an opinion of counsel to each Principal Stockholder dated as of the Closing, substantially in accordance with the forms attached as Annex E hereto. (i) Buyer shall have received evidence reasonably satisfactory to it that real property currently used or held for use in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any operation of the transactions contemplated newspaper businesses owned by this Agreement;Acme is wholly owned by Acme. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (j) Buyer shall have received such additional documents(from third parties or otherwise) documentary evidence reasonably satisfactory to Buyer that Sellers have satisfied their obligations set forth in Section 5.4, certificatesincluding, paymentwithout limitation, assignments, transfers and other deliveries as it or its legal counsel may documentary evidence reasonably request and as satisfactory to Buyer from the banks that are customary parties to effect a closing the Credit Agreement identified on Section 6.1 of the matters herein contemplated;Disclosure Schedule. I. Delivery (k) Buyer shall have obtained the Releases contemplated by Section 5.9, and the Beneficiaries shall have executed and delivered the Refunding Agreements. (l) The transactions contemplated by Section 5.8 hereof shall have been consummated in a manner such that neither the Company nor any Company Subsidiary shall be subject to any liability or other obligation not primarily related to the Business. (m) The individuals set forth on Section 5.9 of an enforceability opinion from its outside counsel the Disclosure Schedule hereto shall have executed and delivered to the Company the Non-Competition Agreements in form the forms attached to such Section 5.9 of the Disclosure Schedule. (n) The Estate of Mark Goodson shall have received and substance satisfactory delivered to BuyerBuyer the New York Estate Tax Xxxxxx xxx the Federal Release of Lien contemplated by Section 5.7. J. Reimbursement (o) The Pre-Closing Audits shall have been completed, provided, however, that Buyer may not invoke this condition if Sellers are in compliance with Section 5.1 hereof and the failure of the Pre-Closing Audits to have been completed is due to (i) the failure of Buyer's legal fees auditors to complete such audits within the five-week time period specified in Section 5.1, (ii) Buyer's failure to be satisfied with the amount results of $5,000such audits or (iii) Buyer's decision not to complete such audits. (p) The Letter of Credit shall have been executed and delivered to Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debenture on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of the DebentureDebenture (which shall have been duly authorized, the Conversion Warrant issued and the other Agreements (I/N/O Buyer or executed I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. ; Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. ; There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. ; The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this Agreement; F. Agreement (including the fees and disbursements of Buyer's legal counsel); There shall not be in effect any Lawlaw, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. ; The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of this Agreement, the Documents Debenture, the Supplemental Debenture, the March Warrant, the August Warrant, the Supplemental Warrant and the Registration Rights Agreement and the transactions contemplated hereby and thereby, all without material cost to the Company; H. Company and Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date Dates pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Escrow Agent on the Initial Funding Date and on the Second Funding Date of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement on the Initial Funding Date and the Second Funding Date, respectively; B. The accuracy in all respects on the Closing Date Dates of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date Dates (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date Dates of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectDates; C. Buyer having received an opinion of counsel for the Company, dated the Closing Dates, in form, scope and substance satisfactory to the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBBNASD/Pink SheetBBS, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel up to a maximum of $30,000 plus disbursements). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The . H. Solely with respect to the closing date occurring on the Second Funding Date, the Company shall have obtained satisfied or performed all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents Second Funding Requirements and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel conditions set forth in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Section I.B. hereof.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on obligations of Buyer at the Closing Date pursuant shall be subject to this Agreement is conditioned upon: A. Delivery by the Company satisfaction, at or prior to the Closing, of each of the Debenture, the Conversion Warrant and the other Agreements following conditions (I/N/O Buyer or I/N/O unless waived in writing by Buyer's nominee);): B. The accuracy on the Closing Date of (a) the representations and warranties of each of Seller and Parent made in Article IV (considered collectively) and each of such representations and warranties (considered individually) shall be true and correct in all material respects at and as of the Company contained in this Agreement date hereof and at and as of the Closing Date as if made on the Closing Date such date (except for such representations and warranties which, by their express terms, speak made as of and relate to a specified date, which shall be true and correct only as of such specified date), except to the extent such representations and warranties are qualified by terms such as "materiality", "Material Adverse Effect," "Material Adverse Change" or words of similar import, in which case such accuracy representations and warranties shall be measured true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date); (b) and Seller or Parent, as the performance by the Company case may be, shall have performed, satisfied or complied in all respects on with all agreements, obligations and covenants required by this Agreement to be performed, satisfied or before complied with by Seller or Parent by the Closing Date of all covenants and agreements time of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (ic) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement a certificate of Buyer's reasonable out-of-pocket costs Seller and expenses incurred Parent, dated the Closing Date and signed by authorized officers of Seller and Parent, as to the satisfaction of the conditions specified in connection with Sections 6.1(a) and (b); (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any legal requirement or order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining Agreement illegal or otherwise restraining or prohibiting any the consummation of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (e) Buyer shall have received copies of payoff letters or release letters or other confirmation reasonably satisfactory to Buyer that the Encumbrances (other than Permitted Encumbrances and Permitted Real Property Encumbrances) encumbering any of the Purchased Assets, as set forth on Schedule 6.1(e), when duly recorded or filed, will cause such additional documentsEncumbrances to be terminated and released; (f) all Material Consents shall have been obtained, and Buyer shall have received reasonably acceptable evidence thereof; (g) Buyer shall have received the certificates, payment, assignments, transfers agreements and other deliveries as it documents contemplated to be delivered, or its legal counsel may reasonably request to be caused to be delivered, by Seller and as are customary Parent to effect a closing of the matters herein contemplatedBuyer pursuant to Section 3.2; I. Delivery (h) the employment agreements listed on Schedule 6.1(h) shall not have been revoked, terminated or repudiated by the Company of an enforceability opinion from its outside counsel party to each such agreement and shall continue in form full force and substance satisfactory effect; and (i) the Non-Competition Agreements listed on Schedule 6.1(i) shall not have been revoked, terminated or repudiated by the party to Buyer J. Reimbursement of Buyer's legal fees each such agreement and shall continue in the amount of $5,000full force and effect.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on closing of the Closing Date pursuant to transaction contemplated in this Agreement is conditioned uponsubject to the satisfaction, at or before the Closing, of the following conditions set forth in this Section 5.1: A. Delivery (a) there shall be no Proceeding pending or threatened before any court, agency or other Governmental Authority (i) involving any challenge to, or seeking damages or other relief in connection with, the transactions contemplated hereby, or (ii) that may have the effect of restraining, delaying, prohibiting, invalidating, setting aside or imposing any materially adverse conditions upon the Closing, in whole or in part, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect; (b) there shall not be pending or threatened by any Person any claim asserting that any Person other than a Seller is (i) the Company holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Company, or (ii) entitled, as stockholder, to all or any portion of the Debenture, Purchase Price payable for the Conversion Warrant and the other Agreements Stock. (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of c) (i) the representations and warranties of the Company Sellers contained in this Agreement Article 3 shall be true and correct in all material respects at and as if made on of the Closing Date as though then made; and (except for representations and warranties which, by their express terms, speak as of and relate ii) Sellers shall have performed or caused to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company have been performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company required by this Agreement to be performed by it pursuant Sellers or the Company at or prior to this Agreement on the Closing. Buyer shall have received a certificate to such effect from Sellers. (d) Buyer shall have received from Sellers all certificates for the Stock, duly endorsed for transfer or before accompanied by a duly executed stock power or other appropriate instrument of assignment and transfer; (e) Buyer shall have received the Closing Datewritten resignation, all of which shall be confirmed to Buyer by delivery effective as of the certificate Closing, of the chief executive each director and officer of the Company to that effectlisted on Schedule 5.1(e); C. There not having occurred (if) any general suspension Buyer shall have received a certificate of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case good standing as of the foregoing existing at the most recent practicable date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred (but in any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any within 5 business Days of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers Closing) from governmental authorities and third persons necessary for the execution, delivery and performance New York Secretary of the Documents and the transactions contemplated thereby, all without material cost State with respect to the Company; H. (g) Buyer shall have received such additional documentsall necessary approvals, certificatesconsents, payment, assignments, transfers waivers and clearances from all Governmental Authorities and other deliveries as it or its legal counsel may reasonably request regulatory authorities, including, but not limited to, approval from the New York Bureau of Proprietary School Supervision (“BPSS”), approval from the Accrediting Council for Independent Colleges and as are customary to effect a closing of Schools (“ACICS”), written notice from the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel USDOE, in form and substance satisfactory to Buyer, to the effect that the USDOE’s review of a pre-acquisition application has not identified any material deficiencies that would preclude the USDOE from issuing a Temporary Provisional Program Participation Agreement to the Company at, or immediately following Closing, or a Final Provisional Program Participation Agreement following Closing; J. Reimbursement (h) The Company shall have terminated or frozen the Company’s defined benefit plan (the “Defined Benefit Plan”) in a manner reasonably acceptable to Buyer; (i) Buyer shall have received the approval of Buyer's legal fees the Senior Lender of New Horizons Worldwide, Inc., which is the parent company of Parent; (j) Buyer shall have received the Company’s corporate books; (k) Based upon the Acquisition Balance Sheet, a calculation of the “Acid Test Ratio” of the Company, which is applied when a change of ownership occurs in order to continue participation in any Title IV Programs, shall be completed according to USDOE guidelines and requirements published in the amount Code of $5,000Federal Regulations for this ratio; (l) Sellers shall have executed the Agreement Not to Compete attached hereto as Exhibit “B”; and (m) Buyer shall have received each other document required to be delivered to Buyer pursuant to this Agreement. Any agreement or document to be delivered to Buyer pursuant to this Section 5.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase make the Securities deliveries required of Buyer at the Closing, and to otherwise close the Transaction contemplated herein, shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: 4.2.1 The representations and warranties of Sellers made in this Agreement that are qualified by materiality or Material Adverse Effect, shall be true and correct as of the date hereof and on and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company Date, as though made on and as of the DebentureClosing Date, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of Sellers that are not so qualified shall be true and correct in all material respects as of the Company contained in this Agreement date hereof and on and as if of the Closing Date, as though made on and as of the Closing Date (Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Sellers shall have in all material respects performed or tendered performance of or complied with, each and every covenant, obligation and condition on each Seller’s part to be performed which, by their express its terms, speak as of and relate is required by this Agreement to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on performed or complied with at or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentClosing, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Parent shall have delivered to Buyer reimbursement a certificate dated the Closing Date and signed by a senior officer of Buyer's reasonable out-of-pocket costs Parent in the officer’s capacity as such confirming the foregoing. 4.2.2 Sellers shall have executed and expenses incurred in connection with be prepared to deliver to Buyer the transactions contemplated by this Agreement;Assignment of Leases and Contracts, the Xxxx of Sale and the Assignment of Intangible Property. F. There 4.2.3 Sellers shall not have delivered, or shall be in effect prepared to deliver to Buyer at the Closing, all other documents required of Sellers to be delivered at the Closing. 4.2.4 No action, suit or other proceedings shall be pending before any Law, order, ruling, judgment Governmental Authority seeking or writ of any court threatening to restrain or public or governmental authority restraining, enjoining or otherwise prohibiting any prohibit the consummation of the transactions contemplated by this Agreement;, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any Governmental Authority having appropriate jurisdiction. G. 4.2.5 The Company Order, substantially in the form attached hereto as Exhibit “G” (the “Approval Order”), approving, among other things, the sale of the Purchased Assets to Buyer and assumption by Buyer of the Assumed Liabilities, shall have been entered by the Bankruptcy Court and shall not have been modified or amended without the consent of Buyer, reversed or stayed as of the Closing Date. 4.2.6 Sellers shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost those consents related solely to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Permits set forth in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.Section 4.2.6

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specific date (other than the date hereof) shall only need to have been true on and as of such date. (b) Seller shall have performed in all material respects all of which the convenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing. (c) Seller shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading inhave obtained, or limitation on prices listed forcaused to be obtained, each consent and approval required in order to complete the Common Stock on the OTCBB/Pink Sheettransactions contemplated hereby. (d) There shall not be threatened, (ii) the declaration of a banking moratorium instituted or pending any suspension of payments in respect of banks in the United Statesaction or proceeding, (iii) the commencement of a warbefore any court or governmental authority or agency, armed hostilities domestic or other international foreign, challenging or national calamity seeking to make illegal, or to delay or otherwise directly or indirectly involving restrain or prohibit, the United States or any of its territories, protectorates or possessions or (iv) in the case consummation of the foregoing existing at transactions contemplated hereby or seeking to obtain material damages in connection with such transactions. (e) On the date of this AgreementClosing Date, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement the following: (i) the Xxxx of Buyer's reasonable out-of-pocket costs Sale and expenses incurred such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) a certificate of an officer of Seller, dated the Closing Date, stating that the conditions set forth in connection subsections 8.01(a) and (b) above have been satisfied; and (iii) a certificate of the Secretary of Seller as to the currency of the Articles of Incorporation and Bylaws of Seller and the resolutions adopted by the board of directors and shareholder of Seller with respect to the transactions contemplated by this Agreement;Agreement (with copies of such documents attached). F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (f) Buyer shall have received such additional documentscompleted to its satisfaction its due diligence review of Seller's business and the Assets. (g) Buyer and Seller shall have entered into a transition services agreement (the "Transition Services Agreement") on terms and conditions mutually satisfactory to Buyer and Seller with respect to services to be provided to Buyer by Seller, certificatesat Seller's cost, paymentuntil March 31, assignments, transfers and other deliveries as it 1999 or its legal counsel may reasonably request and as are customary earlier terminated to effect a closing Buyer. The principal purpose of the matters herein contemplated;Transition Services Agreement is to ensure the smooth transition from Seller to Buyer of vendors, customers, employee benefits and open work orders. I. Delivery by the Company of an enforceability opinion from its outside counsel in form (h) Buyer and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees Seller shall have entered into a Stock Purchase and Registration Rights Agreement in the amount of $5,000form Attached hereto as Exhibit D (the "Stock Purchase Agreement").

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained in this Agreement as if made on Closing, and each of the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy Seller Parties shall be measured as of such specified date) and the performance by the Company have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectSeller Parties hereunder; C. There not having occurred (b) Seller Parties shall have received or obtained all third-party consents and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby or (ii) to prevent a breach of or default under, or limitation a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified with an asterisk on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and Seller shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the OTCBB/Pink Sheetconsummation of the transactions contemplated hereby or (ii) for Buyer to own and operate the Business following the Closing, in each case on terms and conditions reasonably satisfactory to Buyer, and all applicable waiting periods under the HSR Act shall have expired or been terminated (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own or operate the Business or (iv) affect adversely the right of the Buyer to own the Purchased Assets, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. The Company (e) Since October 31, 1999, there shall have been no material adverse change or development in the business, financial condition, value, operating results, assets, operations, business prospects, cash flow, net worth or customer, supplier or employee relations of Seller; (f) Buyer shall have received all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of Seller following the Closing (in each case on terms and conditions satisfactory to Buyer in its discretion); (g) Seller shall have obtained and delivered to Buyer a letter of consent, estoppel certificate and landlord lien waiver agreement and an assignment agreement from each lessor of the Leased Realty each in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other related items as Buyer and Buyer's lender may reasonably request; (h) The respective employment arrangements between Seller and each of Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx shall have been terminated, and each of Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx shall have entered into an agreement for employment with the Buyer or one of its Affiliates, each in form substantially the same as that attached hereto as EXHIBIT B (the "EMPLOYMENT AGREEMENTS"), and all consentsof such agreements shall be in full force and effect at the Closing; (i) The employment arrangement between Seller and Xxxxxxx X. Xxxxxx, approvals Xx. shall have been terminated and Xxxxxxx X. Xxxxxx, Xx., P.A. shall have entered into a consulting agreement with the Buyer or waivers one of its Affiliates, in form substantially the same as that attached hereto as EXHIBIT C (the "CONSULTING AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (j) Each of the Principals and AsTraKel shall have entered into a securities acquisition agreement with Xxxx.xxx, each in form substantially the same as that attached hereto as EXHIBIT D (the "SECURITIES ACQUISITION AGREEMENTS"), and all of such agreements shall be in full force and effect at the Closing; (k) Each of AsTraKel, Xxxxxxxx and Xxxxxxxx shall have entered into the Amended and Restated Stockholders Agreement among Xxxx.xxx and the stockholders of Xxxx.xxx, dated as of December 21, 1999, attached hereto as EXHIBIT E (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Each of AsTraKel, Xxxxxxxx and Xxxxxxxx shall have entered into the Amended and Restated Registration Agreement among Xxxx.xxx and the stockholders of Xxxx.xxx, dated as of December 21, 1999, attached hereto as EXHIBIT F (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (m) Each of the Seller Parties and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified; (n) Buyer shall have received from governmental authorities counsel for the Seller Parties, an opinion with respect to the matters set forth in EXHIBIT G attached hereto, which shall be addressed to Buyer and third persons necessary Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (o) The Principals shall have entered into that certain Goodwill Purchase Agreement dated as of the Closing Date, by and among the Principals and the Buyer or one of its Affiliates the ("GOODWILL PURCHASE AGREEMENT"), Transwest shall have entered into that certain Equipment Purchase Agreement, dated as of the Closing Date, by and between Transwest and Buyer (the "EQUIPMENT PURCHASE AGREEMENT"), Communications Construction Corporation shall have entered into that certain Merger Agreement, dated as of the Closing Date, with the Buyer or one of Buyer's Affiliates (the "CCC MERGER AGREEMENT"), and Xxxx Xxxx shall have entered into that certain Merger Agreement, dated as of the Closing Date, with the Buyer or one of Buyer's Affiliates (the "XXXX XXXX MERGER AGREEMENT"); (p) Buyer shall have entered into an agreement for the lease of 0000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxx with AsTraKel in form substantially the same as that attached hereto as EXHIBIT H (the "REAL ESTATE LEASE"), and the Real Estate Lease shall be in full force and effect at the Closing; (q) Seller shall have obtained releases of all Liens (other than any Permitted Liens) relating to the Purchased Assets and Seller shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (r) Seller shall have converted from a "close corporation" to a corporation organized pursuant to Chapter 2, Article 1 of the Arizona Business Corporation Act; (s) At the Closing, Seller shall have delivered to Buyer (i) a certificate signed by Seller, dated the date of the Closing, stating that the conditions specified in subsections (a) through (r) above (other than subsections (f) and (n) above) have been satisfied as of the Closing; (ii) a certificate from Seller and the Principals indicating their good faith and best estimates of the Closing Net Current Assets and the resulting Estimated Purchase Price; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of Seller's board of directors and the stockholders authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) good standing certificates for Seller from its jurisdiction of incorporation and each jurisdiction in which Seller is qualified to do business as a foreign corporation, all without material cost in each case dated as of a recent date prior to the Company; H. Closing Date; and (vi) such other documents or instruments as are required to be delivered by Seller or the Principals at the Closing pursuant to the terms hereof or that Buyer reasonably requests to effect the transactions contemplated hereby. All proceedings to be taken by the Seller Parties in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on transactions contemplated in this Agreement are subject to the satisfaction of the following conditions as of the Closing Date pursuant (any one or more of which may be waived in writing at the option of Buyer in its sole discretion): (a) The representations and warranties set forth in ARTICLE 3, ARTICLE 4 and ARTICLE 5 hereof (other than those representations and warranties that address matters as of particular dates, which need only be true and correct as of their respective dates) shall be true and correct (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the Effective Date and as of the Closing Date as though then made and as though the Closing Date were substituted for the Effective Date throughout such representations and warranties. (b) Target and Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement is conditioned uponat or prior to the Closing, and the Restructuring as contemplated in Section 7.06 shall be complete. (c) No statute, rule, regulation, ruling, order, consent, judgment or injunction shall be in effect that would, nor shall any Proceeding before any court or other Governmental Body be pending wherein an unfavorable judgment, decree or order would, prevent the performance of this Agreement or the consummation of any of the transactions contemplated herein, declare unlawful the transactions contemplated in this Agreement or cause such transactions to be rescinded. (d) The Parties shall have terminated the Services Agreement dated as of April 16, 2009 between Holdings and Buyer, to the reasonable satisfaction of Buyer. (e) The Sellers shall have delivered to Buyer each of the following: A. Delivery (i) a certificate executed by an officer of each of Target and the Sellers, dated the Closing Date, stating that the preconditions specified in Section 2.01(a) and Section 2.01(b) as they relate to Target and the Sellers have been satisfied; (ii) a copy of the Holdback Escrow Agreement, duly executed by the Company Sellers and the Holdback Escrow Agent; (iii) (A) the certificate of formation of Target and each of the DebentureTransferred Partnerships each as certified by the appropriate Governmental Body; and (B) a certificate of good standing of Target and the Transferred Partnerships from the appropriate Governmental Body, and each other state in which Target or any Transferred Partnership is qualified to do business as set forth on Schedules 4.01 and 4.02, in each case dated within thirty (30) calendar of the Conversion Warrant Closing Date; (iv) a certificate of the Secretary of Target and each Seller given on behalf of Target and such Seller, respectively, and not in an individual capacity, certifying as to, as applicable, (i) the Organizational Documents of Target; (ii) resolutions duly adopted by the managers (or the equivalent) of Target and such Seller authorizing the execution and delivery of this Agreement and the other Agreements agreements contemplated herein, as applicable, by Target and such Seller and the performance by Target and such Seller of the transactions contemplated herein and therein; and (I/N/O Buyer or I/N/O Buyer's nominee)iii) incumbency and signatures of the officers of Target and such Seller; B. The accuracy (v) an executed certificate of an officer of each of the Sellers, certifying, under penalty of perjury and pursuant to Treasury Regulations Section 1.1445-2(b)(2), that such Seller is not a foreign person within the meaning of Sections 1445 and 897 of the Code; (vi) a consent of Target, executed by Xxxxxxxx X. Xxxxxx and Xxxxx Xxxxxxx, as the managers of Target; (vii) the consents of the Sellers to the transactions contemplated in this Agreement, executed by the partners and managers of Sellers listed in Schedule 2.01(e)(vii) hereto; (viii) the duly executed resignations of the manager of Target and the general partner of each of the Transferred Partnerships listed on Schedule 2.01(e)(viii), and appointment of a replacement manager of Target and replacement general partner of each of the Transferred Partnerships, in each as designated by Buyer, effective as of the Closing Date; (ix) the title policies contemplated in Section 7.09; (x) a duly executed amendment of the CMT Lease, waiving landlord’s right to acquire the interest of Cedar Marine in such lease due to a change of control based on the Restructuring and/or the transactions contemplated in this Agreement; (xi) an irrevocable membership interest transfer power with respect to the Units executed by Holdings and B&S LP and such additional instruments of transfer of the Units as Buyer may reasonably request to vest in Buyer all the right, title and interest in and to the Units; (xii) copies of all documents documenting, or entered into in connection with, the Restructuring, all of which shall have been reviewed and approved by Buyer prior to the Restructuring. These documents shall include any and all: (A) deeds, bills of sale or other appropriate documents of transfer, transferring to Target the Transferred Business Assets identified in the Assignment, Transfer and Assumption Agreement; (B) assignments assigning to Target all Intellectual Property of the Sellers; (C) assignment and assumption agreements, assigning to Target all rights of the Sellers and their Affiliates in and to all Contracts to be assigned to Target; and (D) to the extent available, registrations and other filings made in connection with any Transferred Business Assets to be transferred to Target pursuant to the Restructuring, including those with respect to any Target Owned Intellectual Property; (xiii) an opinion from counsel to the Sellers in form and substance as set forth in Exhibit B attached hereto, addressed to Buyer, and dated as of the Closing Date; (xiv) the Non-competition Agreement, duly executed by Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxx; (xv) the Employment Agreement Amendments, duly executed by Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxx; (xvi) customary payoff letters from each financial institution or other lender to which the Sellers are obligated with respect to the repayment of Indebtedness confirming the total payment required to be made as of the Closing Date to repay in full the Debt Repayment Amount, and stating that, upon payment of such amount, any Liens securing such Indebtedness shall thereupon be released or authorizing the representations Sellers to file the applicable termination statements in respect of such indebtedness and warranties of the Company contained in this Agreement as if made setting forth pay-off instructions for making such repayment on the Closing Date (except for representations and warranties which, by their express terms, speak such letters being referred to as of and relate to the “Payoff Letters”); (xvii) a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements written instrument from each of the Company required to be performed by it pursuant to this Agreement individuals listed on or before Schedule 2.01(e)(xvii) accepting Buyer’s offer of employment, effective on the Closing Date; (xviii) an executed Statement of Representations and Warranties of Proposed Shareholder in the form attached hereto as Schedule 2.01(e)(xviii), all executed by each of which shall be confirmed the general and limited partners of Holdings listed on Exhibit A; (xix) a guarantee of Holdings’ obligations under Section 10.02(f) (limited to seventy-six and sixty-four one hundredths percent (76.64%) of the Cleanup costs or any other Losses payable by Holdings under Section 10.02(f)), in a form satisfactory to Buyer and Xxxxxxxx X. Xxxxxx, executed by delivery Xxxxxxxx X. Xxxxxx; (xx) escrow instructions to the Real Property Escrow Company in a form mutually satisfactory to B&S LP and Buyer, executed by B&S LP; and (xxi) the Employee Confidentiality and Proprietary Rights Agreements, duly executed by each of the certificate Continuing Employees and the Retained Employees. (f) Buyer shall have received a fairness opinion from Xxxxx-Xxxxxx Capital Group LLC to the effect that, as of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreementsuch opinion, a material acceleration or worsening thereof; D. There not having occurred any event or developmentsubject to the assumptions and limitations set out therein, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to the consideration paid by Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by in this Agreement;Agreement is fair, from a financial point of view, to Buyer. F. There (g) Buyer shall not have completed its due diligence review of Target and the Transferred Partnerships and shall be satisfied with the results thereof. (h) Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of order to consummate the transactions contemplated by this Agreement;herein, refinance the Existing BofA Debt and the Existing Real Property Debt and fund the working capital requirements of Target and the Transferred Partnerships after the Closing. G. (i) The Company condition set forth in Section 7.09(b)(i) shall have obtained all consentsbeen satisfied. (j) No change, approvals effect, event, occurrence, state of facts or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer development shall have received such additional documentsoccurred since the Effective Date that has had, certificatesor could reasonably be expected to have, payment, assignments, transfers and other deliveries as it either individually or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000aggregate, a Material Adverse Effect.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true and correct in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all its obligations, covenants and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) Seller shall have delivered to Buyer a certificate of its President or any Executive Vice President, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b) have been satisfied; (d) No Order issued by it pursuant to any Governmental Body or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any Proceeding by any Regulatory Authority or other Governmental Body seeking any of the foregoing be pending. There shall not be any Proceeding initiated, or any Law or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (e) All necessary Consents by Regulatory Authorities or otherwise required by Law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Buyer, and all waiting periods required by Law shall have expired; (f) All encumbrances or liens other than Permitted Encumbrances affecting the Assets shall have been released to Buyer’s satisfaction; (g) From the date of this Agreement until the Closing Date there shall have been no material adverse change in the business, financial condition, or operations of the Branch and there shall have been no material damage to or destruction of the physical condition of the Branch; provided that “material adverse change” shall not be deemed to include the impact of (a) changes in banking and similar Laws of general applicability or interpretations thereof by Governmental Bodies, (b) changes in economic conditions or interest rates generally affecting financial institutions, or (c) the announcement or performance of this Agreement or the consummation of any of the transactions contemplated hereby; and (h) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000, including those contemplated by Section 2.07.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase the Securities on Acquired Assets and to perform the Closing Date pursuant to other provisions under this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenturesatisfaction, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on at or before the Closing Date of all the conditions set out below in this Section 5.2. Buyer may waive any or all of these conditions in whole or in part, in writing, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Selling Parties shall be in default of any of their representations, warranties, or covenants under this Agreement. 5.2.1 All representations and agreements warranties of Selling Parties set forth in this Agreement and in the Schedules to this Agreement must have been accurate in all material respects as of the Company date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any supplement to any Schedule. 5.2.2 Seller and Selling Shareholders shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it pursuant to this Agreement them on or before the Closing Date. 5.2.3 No action, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading insuit, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium proceeding before any court or any suspension of payments in respect of banks in governmental body or authority, pertaining to the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions transaction contemplated by this Agreement;Agreement or to its consummation, shall have been instituted or threatened on or before the Closing Date. F. There 5.2.4 Seller shall not be in effect any Law, order, ruling, judgment or writ have obtained the discharge and release of any court liens or public or governmental authority restrainingencumbrances against the Acquired Assets. 5.2.5 Buyer shall have received such certificates of discharge (collectively, enjoining or otherwise prohibiting any the "Certificates of Discharge") it reasonably believes should be obtained from local, state and federal taxing authorities that could have liens on the Acquired Assets after the Closing Date. 5.2.6 Buyer shall have received copies of resolutions by the Board of Directors of Seller, duly certified by the Secretary of Seller, authorizing the execution of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. 5.2.7 Buyer shall have received such additional documentscopies of resolutions by the Board of Directors of Shareholder, certificatesduly certified by the Secretary of Shareholder, payment, assignments, transfers authorizing the execution of this Agreement by Shareholder and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing the consummation of the matters herein contemplated;transactions contemplated by this Agreement. I. Delivery by the Company of an enforceability opinion from its outside counsel in 5.2.8 The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Buyer and its counsel.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby on the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Buyer to the extent permitted by Applicable Law: (a) (i) The representations and warranties of the Company contained Seller Parent set forth in Section 4.2(a) of this Agreement shall be true and correct as if made on of the date of this Agreement and as of the Closing Date (except for representations and warranties which, by their express terms, speak to the extent expressly made as of and relate to a specified date, in which case such accuracy shall be measured case, as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration other representations and warranties of Seller Parent set forth in this Agreement shall be true and correct (without giving effect to any limitations as to materiality or Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of a banking moratorium or any suspension specified date, in which case, as of payments in respect of banks in the United Statessuch specified date), (iii) the commencement of a warexcept, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of this clause (ii) only, where the foregoing existing at failure of such representations or warranties to be so true and correct would not, individually or in the date of this Agreementaggregate, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could be expected to have a Material Adverse Effect; E. The Company (b) Sellers shall have delivered performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date; (c) There shall not have occurred since December 31, 2008 any Material Adverse Effect; (i) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect and no Action therefor initiated by any Governmental Authority shall be pending; and (ii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal the consummation of the transactions contemplated hereby or thereby; (e) (i) the approvals of the Governmental Authorities required to consummate the transactions contemplated hereby and by the Ancillary Agreements the failure of which to obtain would cause such transactions to be a violation of Applicable Law (including required approvals from the Domiciliary Regulators) shall have been obtained and shall remain in full force and effect, provided, however, that no such approvals shall contain any Restrictive Conditions imposed on Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection (ii) if a filing required under the HSR Act is required to be made with respect to the transactions contemplated by this Agreement; F. There shall not be in effect , the waiting period (and any Law, order, ruling, judgment or writ extension of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any such period) under the HSR Act applicable to the consummation of the transactions contemplated by this AgreementAgreement shall have expired or shall have been terminated; G. (f) The Company third-party consents and approvals required to be obtained pursuant to Schedule 8.1(f) shall have been obtained and all consents, such consents and approvals or waivers from governmental authorities shall remain in full force and third persons necessary for the execution, delivery and performance effect; (g) Each of the Documents Adirondack Management Agreement and the transactions contemplated therebySkylands Management Agreement shall be in full force and effect without any material restrictions, all without limitations or other material cost to terms not in existence on the Company;date of this Agreement; and H. Buyer (h) Sellers shall have received such additional documents, certificates, payment, assignments, transfers and made the deliveries (other deliveries as it or its legal counsel may reasonably request and as are customary than the Lease Agreements) required to effect a closing of the matters herein contemplated; I. Delivery be made by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000them under Section 3.3(a).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Funding Date pursuant to this Agreement is conditioned upon: A. (1) Delivery by the Company to the Escrow Agent on or before the Funding Date of one or more certificates evidencing the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)Securities; B. (2) The accuracy in all respects on the Closing Date Funding Dates of the representations and warranties of the Company contained in this Agreement as if made on the Closing Funding Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Funding Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Funding Date; (3) Buyer having received an opinion of counsel for the Company, dated the Funding Date, all of which shall be confirmed in form, scope and substance satisfactory to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;Buyer. C. (4) There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNMS, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. (5) There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;. E. (6) The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable accountable or unaccountable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;. F. (7) There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, : (a) The representations and warranties set forth in Article IV hereof (as qualified by all of which shall information delivered in any schedule hereto) will be confirmed to Buyer by delivery true and correct at and as of the certificate of Closing Date as though then made and as though the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at Closing Date was substituted for the date of this AgreementAgreement throughout such representations and warranties, a material acceleration or worsening thereofwithout giving effect to any supplement to the Schedules hereto; D. (b) The Seller and the Shareholder will have performed all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (c) There will have been no material adverse change in the businesses, financial condition, operating results, assets, employee relations, customer, supplier relations, or business prospects of the Seller (taken as a whole) and there will have been no material casualty loss or damage to the assets of the Seller (taken as a whole) whether or not having occurred covered by insurance; (d) All consents by third parties that are required for the transfer of the Purchased Assets to Buyer as contemplated hereby, or that are required in order to prevent a breach of or a default under or a termination or modification of any event agreement material to the Seller to which it is a party or developmentto which any material portion of property is subject, will have been obtained, and there being in existence no conditionreleases of any and all security interests, having or mortgages, and other liens (except those which reasonably and foreseeably could are associated with the Assumed Liabilities) held by third parties on the Purchased Assets will have a Material Adverse Effectbeen obtained; E. The Company shall have delivered to Buyer reimbursement (e) No action or proceeding before any court or government body will be pending or threatened wherein an unfavorable judgment, decree or order could prevent the carrying out of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or which might materially affect the right of Buyer to own, operate or control the Purchased Assets or materially diminish the value of the Purchased Assets; F. There shall not (f) All proceedings to be taken by the Seller and the Shareholder in connection with the consummation of the Closing on the Closing Date and the other transactions contemplated hereby and all certificates, instruments and other documents required to be delivered to effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated hereby reasonably requested by this AgreementBuyer will be satisfactory in form and substance to Buyer; G. The Company (g) Buyer will be satisfied, in its sole and absolute discretion, with the results of its legal and business due diligence review of the Seller and of environmental testing of the Real Estate; (h) Buyer shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary financing for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Purchase Price in form and substance satisfactory to Buyer, in its sole and absolute discretion; J. Reimbursement (i) Buyer shall have obtained final approval of the transactions contemplated by this Agreement from its Board of Directors; (j) Buyer shall have obtained title insurance in form and amount satisfactory to Buyer, insuring Buyer's legal fees title in fee simple to the Real Estate, free and clear of all Encumbrances other than such minor defects, irregularities and encumbrances as normally exist with respect to similar properties and as in the amount opinion of $5,000Buyer do not materially affect title to, or impair the use of, the Real Estate for the purposes intended; and (k) Buyer will be reasonably satisfied that the Seller's machinery, equipment and other tangible assets are in good condition and repair and usable in the ordinary course of business as currently conducted. Any condition specified in this Section 2.01 may be waived by Buyer, PROVIDED that no such waiver will be effective unless it is set forth in a writing executed by Buyer. The due diligence review referred to in Section 2.01(g) shall be completed by December 31, 1999 (provided the Seller promptly cooperates and furnishes Buyer all information reasonably requested by Buyer during such period), and if the Buyer notifies Seller by such date that the Buyer is not reasonably satisfied with its due diligence review, the Buyer may declare this Agreement null and void. In the absence of notice within that time period, the due diligence review requirement shall be deemed to be waived by Buyer, solely for purposes of this Section 2.01.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct at and as of the Closing Date, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; (b) Seller shall have performed all of which the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Closing Date; (c) The parties shall be confirmed have obtained, or applied for, each consent and approval necessary as listed on Schedule 8.01(c), at no cost to Buyer by delivery Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Assets pursuant to the provisions of, the Assigned Contract, agreement, arrangement or undertaking of the chief executive officer or affecting Seller or any license, franchise or permit of the Company to that effector affecting Seller; C. There (d) All governmental filings, authorizations and approvals set forth on Schedule 8.01(c) will have been duly made, applied for or waived; (e) Buyer will have received evidence satisfactory to it that there is not having occurred threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) the declaration of a banking moratorium seeking to invalidate or render unenforceable any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date material provision of this Agreement, a material acceleration Agreement or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.Related Agreements or

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase --------------------------------- consummate the Securities on transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article IV ---------- shall be true and correct at and as of the date hereof and at and as of the Closing Date pursuant (without giving any effect to any update or amendment to the schedules hereto between the date of this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date and without giving effect to any materiality or Material Adverse Effect qualifications contained therein) with the same force and effect as though made at and as of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak to the extent any representation or warranty is made as of and relate to a specified particular date, in which case such accuracy representation or warranty shall be measured true and correct at and as of such specified particular date) ), except where the failure of such representations and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required warranties to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There so true and correct would not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. (b) The Company shall have performed in all respects all of the covenants, obligations and other agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, except where any failure to perform any covenant, obligation or agreement would not have a Material Adverse Effect; (c) No Material Adverse Effect shall have occurred except as such relates to any matter in existence on the date hereof and to the extent set forth specifically on any schedule attached hereto (without giving effect to any update or amendment to such schedules between the date of this Agreement and the Closing Date); (d) Each of the material clearances, consents, waivers and approvals or other authorizations of Governmental Entities listed on the Authorization Schedule and marked with an asterisk shall have been obtained ---------------------- or satisfied and the applicable waiting periods, if any, under the HSR Act shall have expired or have been terminated, in each case, subject to Section ------- 8.03; ---- (e) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any material part of the transactions contemplated hereby, declare void or unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) The Company shall have delivered to Buyer reimbursement each of Buyer's reasonable out-of-pocket costs the following: (i) a certificate of the Company in the form set forth in Exhibit B, dated the Closing Date, stating that the preconditions specified --------- in subsections (a) and expenses incurred in connection with the transactions contemplated by this Agreement(b) have been satisfied; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any (ii) a copy of the transactions contemplated Company's certificate of incorporation certified by this Agreementthe Secretary of State of the State of Delaware and a certificate of good standing from Delaware, in each case dated within ten days of the Closing Date; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for (iii) certified copies of the resolutions duly adopted by the Company's Board of Directors authorizing its execution, delivery and performance of the Documents this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; and (iv) certified copies of the resolutions duly adopted by the Company's stockholders authorizing the Company to execute, deliver and perform this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; and (g) All other conditions set out in Section 3.01 of the LLC Merger Agreement shall have been (or shall be capable of being as of such date) satisfied or duly waived by Buyer in accordance with the terms of such LLC Merger Agreement. If the Closing occurs, all without material cost to the Company; H. Buyer shall closing conditions set forth in this Section 3.01 which have received such additional documents, certificates, payment, assignments, transfers and other deliveries not been fully satisfied as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery Closing shall be ------------ deemed to have been fully waived by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Sellers shall have performed in all material respects all of which shall the covenants and agreements required to be confirmed performed and complied with by it under this Agreement prior to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (ic) any general suspension of trading inSellers shall have obtained, or limitation on prices listed forcaused to be obtained, each consent and approval required in order to complete the Common Stock on the OTCBB/Pink Sheettransactions contemplated hereby. (d) There shall not be threatened, (ii) the declaration of a banking moratorium instituted or pending any suspension of payments in respect of banks in the United Statesaction or proceeding, (iii) the commencement of a warbefore any court or governmental authority or agency, armed hostilities domestic or other international foreign, challenging or national calamity seeking to make illegal, or otherwise directly or indirectly involving prohibit, the United States or any of its territories, protectorates or possessions or (iv) in the case consummation of the foregoing existing at transactions contemplated hereby or seeking to obtain material damages in connection with such transactions. (e) On the date of this AgreementClosing Date, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Sellers shall have delivered to Buyer reimbursement the following: the Xxxx of Buyer's reasonable out-of-pocket costs Sale and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawsuch other instruments of conveyance, ordertransfer, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities assignment and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. as Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary requested pursuant to effect Section 3.02 hereof; a closing properly executed copy of the matters herein contemplatedtitle to the truck listed on Schedule 1 that constitutes a portion of the Assets; that certain Quitclaim Deed with respect to the Property attached to Schedule 1 hereto that constitutes a portion of the Assets; and (iv) an officer’s certificate from [seller name2], and a Manager’s certificate from [seller name1], dated the Closing Date, stating that the conditions set forth in subsections 8.01(a) and (b) above have been satisfied; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase make the Securities on deliveries required of Buyer at the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe satisfaction or waiver by Buyer of each of the following conditions: A. Delivery by the Company 4.2.1 Buyer shall have performed or tendered performance in all material respects of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O covenants on Buyer's nominee);part to be performed which, by their terms, are intended to be performed before the Closing. B. The accuracy on the Closing Date of the 4.2.2 All representations and warranties of Seller contained herein shall be true and correct as of the Company contained in this Agreement date when made and shall be deemed to be made again as if made on of the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured true and correct in all material respects at and as of such specified date) time. 4.2.3 Seller shall have executed and be prepared to deliver to Buyer the performance by Assignment of Leases. 4.2.4 Seller shall have delivered, or shall be prepared to deliver at the Company in Closing, all respects on or before the Closing Date other documents required of all covenants and agreements of the Company required Seller to be performed by it pursuant delivered at the Closing. 4.2.5 All applicable waiting periods relating to this Agreement on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 shall have expired or before the Closing Datebeen terminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. 4.2.6 No action, all of which suit or other proceedings shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) pending before any general suspension of trading incourt, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public tribunal or governmental authority restraining, enjoining seeking to restrain or otherwise prohibiting any prohibit the consummation of the transactions contemplated by this Agreement;, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. G. 4.2.7 The Company Bankruptcy Court shall have obtained all consents, approvals or waivers from governmental authorities entered the Procedure Order in accordance with Section 8.4.1 below and third persons necessary for the execution, delivery Sale Approval Order in accordance with Section 8.4.2 below and performance the Sale Approval Order shall not have been stayed as of the Documents and the transactions contemplated thereby, all without material cost to the Company;Closing Date. H. 4.2.8 Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel entered into employment contracts in form and substance satisfactory to Buyer J. Reimbursement it in its reasonable judgment which will become effective upon the consummation of Buyer's legal fees in the amount Closing with the following current employees of $5,000Seller: Xxxxxxx Xxxxxx, Xxxx XxXxxx, R. Xxx Xxxxx, D. Xxxxxxx Xxxx and Xxxxxx Xxxxxxx; provided however that this condition will be deemed to have been satisfied if Buyer has not delivered, at least two days prior to the hearing on the Procedure Order, a written notice to Seller that such condition has not been satisfied.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase consummate the Securities on Transactions at the Closing Date pursuant is subject to this Agreement is conditioned uponthe satisfaction, or written waiver by Buyer, of each of the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date a) (i) all of the representations and warranties of the Sellers, the Principals, Holdco and the Company contained in this Agreement must be true and correct in all material respects as of the date hereof and must be true and correct in all material respects as if made on the Closing Date (Date, except for to the extent that such representations and warranties which, by their express terms, speak as of and expressly relate to a specified an earlier date, in which case such accuracy representations and warranties shall be measured true and correct in all material respects as of such specified dateearlier date (except in each case to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties must be true and correct in all respects); (ii) each Seller, each Principal, Holdco and the performance by the Company in must have performed and complied with all respects on or before the Closing Date of all their respective covenants and agreements of the Company required in this Agreement to be performed by it pursuant them prior to this Agreement on or before at the Closing; and (iii) each Seller and each Principal must deliver to Buyer at the Closing Datea certificate, all of which shall be confirmed in form and substance reasonably satisfactory to Buyer by delivery Buyer, confirming the satisfaction of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred conditions in clauses (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, and (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, above; (iiib) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case each of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could following documents must have a Material Adverse Effect; E. The Company shall have been delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any dated as of the transactions contemplated by this Agreement;Closing Date (unless otherwise indicated): G. The Company shall have obtained (i) certificates representing all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents outstanding Shares, accompanied by duly executed and the transactions contemplated therebyundated stock powers, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer, for transferring the Shares to Buyer, free and clear of any Encumbrances; J. Reimbursement (ii) the minute books, the share certificate books and the stock ledger of Buyer's legal fees Holdco, the Company and each Subsidiary, the share certificates representing all of the shares of the Company registered in the amount name of $5,000Holdco and the share certificates representing all of the shares of each Subsidiary registered in the name of the Company (or registered in the name of another Subsidiary); (iii) the Escrow Agreement, executed by each Seller and the Escrow Agent; (iv) the Non-Competition, Non-Solicitation and Confidentiality Agreements, executed by each Seller, each Person holding a beneficial interest in a Seller, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx and Xxxx Xxxxxxxxxx; (v) the Employment Agreements shall be executed and delivered by each of the Key Employees and in full force and effect, subject only to the occurrence of the Closing, and shall not have been revoked or sought to be revoked by any of the applicable employees; (vi) audited consolidated balance sheets of the Company and the Subsidiaries as of January 31 for each of the fiscal years ending 2011, 2012 and 2013, and audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the notes thereto and the unqualified reports thereon of Deloitte LLP, Chartered Accountants (the “Audited Financial Statements”), all such Audited Financial Statements having been audited in accordance with Generally Accepted Accounting Standards of the United States of America, prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered thereby, and fairly presenting the consolidated financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the dates thereof and for the periods indicated therein, and the results contained in all such Audited Financial Statements shall be consistent with those in the Scheduled Financial Statements (other than changes resulting from the application of GAAP in the Scheduled Financial Statements and U.S. GAAP in the Audited Financial Statements); (vii) an opinion from Sellers’ counsel, SimpsonWigle LAW LLP, attached hereto as Exhibit D, addressed to Buyer, its counsel, Buyer’s lenders and its counsel, for which such counsel may rely on certificates of the Sellers as to factual matters; (viii) signed resignations of each director and officer of Holdco, the Company and each Subsidiary, in form and substance reasonably satisfactory to Buyer, unless directed otherwise in writing by Buyer; (ix) a certificate of an officer of each Seller (if such Seller is not a natural person), Holdco, the Company and each Subsidiary, in form and substance reasonably satisfactory to Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the Organizational Documents of each such Seller, Holdco, the Company and each Subsidiary, (2) to the extent applicable, resolutions duly adopted by the board of directors (or comparable governing body) and shareholders of each such Seller, Holdco and the Company and authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents, and (3) a certificate of status or good standing as of a recent date of each such Seller, Holdco, the Company and each Subsidiary from its jurisdiction of organization, and from each jurisdiction in which it is qualified to conduct business; (B) the resolutions referenced in subsection (A)(2) are in full force and effect as of the Closing Date; and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect the existence or good standing of each such Seller, Holdco the Company or each Subsidiary in any such jurisdiction; (x) written evidence, satisfactory to Buyer, that Holdco, the Company and each Seller have made all filings required by Law to be made by them in order to perform the Transactions contemplated to be performed on or before the Closing Date; and (xi) such other documents as Buyer may reasonably request for the purpose of (A) evidencing the accuracy of each of Holdco’s, the Sellers’ and the Company’s representations and warranties hereunder; (B) evidencing each of the Seller’s, Holdco’s and the Company’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by each Seller, Holdco and the Company hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 8.1; or (D) otherwise facilitating the performance of the Transactions; (c) each Consent listed in Schedule 5.4 must have been obtained, delivered to Buyer, be in full force and effect and be in the form approved by Buyer pursuant to Section 7.2; (d) there must not be any Proceeding pending or threatened against Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions; or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (e) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law; (f) no damage or destruction or other change has occurred with respect to any of the Leased Real Property or any portion thereof that would materially impair the operation of the Business as currently conducted; (g) Sellers and the Principals shall have taken all actions required of the Sellers and Principals under Section 2.7; (h) between the date hereof and the Closing Time, there shall not have occurred a Material Adverse Effect or one or more event or occurrence which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (i) there shall be no Liabilities of Holdco existing at the Closing Time, and Buyer shall be satisfied, acting reasonably, with the results of its due diligence investigation of Holdco (including, for certainly, each of Holdco’s predecessor corporations) and the Pre-Signing Reorganization Transactions; (j) the transactions contemplated by the DJ Share Purchase Agreement shall have been completed, in accordance with the terms of the DJ Share Purchase Agreement, immediately prior to the Closing Time; and (k) an estoppel certificate or no-interest letter is obtained from each secured party with a registered Encumbrance against a Seller, the collateral description for which registration may include the Shares, in each case in form satisfactory to Buyer.

Conditions to Buyer’s Obligations. The Company understands that obligation of Buyer to purchase and pay for the Securities is subject to the satisfaction at the time of the Closing referred to in Section 1.03 hereof of the following conditions (any or all of which may be waived by Buyer in Buyer's obligation to sole discretion): (a) No preliminary or permanent injunction or other order of any court of competent jurisdiction preventing the purchase by Buyer of the Securities on shall be in effect. (b) Subject to Section 7.01(b) hereof, the Closing Date pursuant to representations and warranties of the Selling Shareholders and the Principal Managers made in this Agreement is conditioned upon: A. Delivery by the Company shall be true and correct as of the Debenturedate of this Agreement and as of the time of Closing as though made as of such time; PROVIDED, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date HOWEVER, that breaches of the representations and warranties of the Principal Managers contained in Section 4.01(g) through (nn) shall not cause the condition to closing set forth in this Section 3.01(b) to be deemed unsatisfied unless and until the aggregate amount of such breaches, to the extent quantifiable, exceed the Adjusted Basket Amount. Holdings, the Company and the Selling Shareholders shall have performed in all material respects each and every covenant contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant them by the time of the Closing. The Selling Shareholders Representative shall have delivered to this Agreement on or before Buyer a certificate dated the Closing DateDate confirming, all to the best of which his knowledge, the foregoing (but only with respect to (i) those portions of subsections (b), (c) and (d) of Section 4.01 hereof that relate directly to the Selling Shareholders, (ii) subsections (e) and (gg)(i) of Section 4.01 hereof and (iii) those covenants to be performed by one or more of the Selling Shareholders). The Selling Shareholders Representative shall be confirmed have also delivered to Buyer a certificate dated the Closing Date and signed by delivery of the certificate each of the chief executive officer, president and chief financial officer of the Company confirming the foregoing (but only with respect to that effect; C. There not having occurred (i) any general suspension subsection (a) of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetSection 4.01 hereof, (ii) the declaration remaining portions of a banking moratorium or any suspension subsections (b), (c) and (d) of payments in respect of banks in the United StatesSection 4.01 hereof, (iii) subsections (f) through (nn) of Section 4.01 hereof (other than Section 4.01(gg)(i) hereof) and (iv) those covenants to be performed by Holdings, the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or Company and/or any of its territories, protectorates or possessions or Subsidiaries. (ivc) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsfrom each of Messrs. Vituli and Xxxxxxxxx a duly executed counterpart of his respective Amended and Restated Employment Agreement, certificates, payment, assignments, transfers and other deliveries dated as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;Closing Date, substantially in the form of Exhibits B-1 and B-2, respectively, hereto (PROVIDED, HOWEVER, that the Condition to Closing set forth in this Section 3.01(c) shall not be deemed unsatisfied if either Xx. Xxxxxx or Xx. Xxxxxxxxx, but not both, is unable to enter into his respective Amended and Restated Employment Agreement due to death or disability). I. Delivery by (d) Burger King Corporation shall have consented in writing to this Agreement and the Company of an enforceability opinion from its outside counsel Deferred Securities Purchase Agreement, and to the transactions contemplated hereby and thereby, which consent shall be in form and substance satisfactory to Buyer. J. Reimbursement (e) Subject to Section 7.01(b) hereof, the Company shall not have suffered any material adverse change in its business, assets, condition (financial or otherwise), results of operations, prospects or earnings since September 30, 1995. (f) Buyer shall have received an opinion, dated the Closing Date and addressed to Buyer's legal fees , of Xxxx Marks & Xxxxx LLP, counsel to Holdings, the Company and the Selling Shareholders, substantially in the amount form of $5,000Exhibit E hereto. (g) Any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") applicable to the purchase by Buyer, and the sale by the Selling Shareholders, of the Shares shall have expired or been terminated.

Conditions to Buyer’s Obligations. The obligation of Buyer to --------------------------------- purchase and pay for the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing of the following conditions: (i) The representations and warranties of Management and Sellers made in this Agreement shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except for (A) changes contemplated by this Agreement, (B) those representations and warranties (other than solely in respect of Section 2.1 and Section 3.5) that address matters only as of a particular date (which shall be true and correct as of that date), and (C) breaches or inaccuracies of representations or warranties that do not, individually or in the aggregate, have a Material Adverse Effect; (ii) Management and Sellers shall have performed in all material respects the covenants contained in this Agreement required to be performed by Management and Sellers prior to the Closing, and the Company understands that and the Subsidiary shall have performed in all material respects the covenants required to be performed by the Company and the Subsidiary prior to the Closing; and (iii) Management and an authorized officer of each of the Sellers reasonably acceptable to Buyer shall have delivered to Buyer's obligation to purchase the Securities , on behalf of Management and each such Seller, a certificate dated the Closing Date confirming the applicable statements contained in the foregoing clauses (i) and (ii). (b) No suit, action, claim, proceeding or investigation shall have been instituted by or before any court or any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority (i) seeking to restrain, prohibit or invalidate the sale of the Shares to Buyer hereunder or the consummation of the transactions contemplated hereby or (ii) seeking material damages in connection with such transactions (and having a reasonable likelihood of success) or which would adversely affect the right of Buyer to own, operate or control after the Closing the assets, properties or business of the Company and the Subsidiary, or have a Material Adverse Effect. (c) The applicable waiting period under the HSR Act shall have expired or been terminated. (d) Buyer shall have obtained debt financing adequate to pay in full in cash at closing the Purchase Price and to repay the indebtedness of the Company set forth in Schedule 6.2 together with all fees and expenses of Pricewaterhouse Coopers Securities L.L.C. associated with the transactions contemplated hereby, and to make any other payments necessary on the part of Buyer or its affiliates to consummate the transactions contemplated hereby. (e) Management shall have delivered to Buyer (i) copies of the respective Certificates of Incorporation, including all amendments thereto, of each of the Company and the Subsidiary, certified by the Secretary of State of its jurisdiction of incorporation; (ii) certificates from the Secretary of State of the respective jurisdictions of incorporation to the effect that each of the Company and the Subsidiary is in good standing in such jurisdiction and listing all charter documents of the Company and the Subsidiary on file in such state; and (iii) a certificate from the Secretary of State or other appropriate official in each state in which the Company or the Subsidiary is qualified to do business to the effect that each of the Company and the Subsidiary is in good standing in such state; in each case, dated as of a date not more than five business days prior to the Closing Date. (f) Sellers shall have delivered to Buyer the stock certificates representing all of the Shares in accordance with Section 1.1, duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer and with required transfer stamps, if any, affixed. (g) Buyer shall have the received the resignation, dated the Closing Date, of those officers and members of the Board of Directors of the Company and the Subsidiary as shall be designated by Buyer in writing to Sellers not less than five days prior to the Closing Date. (h) Management and Sellers shall have delivered to Buyer incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of Sellers. (i) Buyer shall have received an opinion of Xxxxxx & Xxxxxx L.L.P., counsel to Sellers, dated the Closing Date, addressed to Buyer in form reasonably satisfactory to Buyer. (j) The Company shall have implemented any reasonable request of Buyer to cancel options under the Company's stock option plans, consistent with such plans; provided, however that no Seller shall be required to pay any amount -------- ------- in respect thereof. (k) Metropolitan shall have exercised all of its outstanding options to purchase common stock of the Company. (l) Any and all approvals necessary for the consummation of the transactions contemplated hereby in connection with the Liquor Licenses (and any other material governmental permits or authorizations of the Company and the Subsidiary) or required in connection with such Liquor Licenses, permits or authorizations for the Company and the Subsidiary to carry on their respective businesses immediately after the Closing as currently conducted, or to maintain such Liquor Licenses, permits or other authorizations in effect immediately after the Closing, shall have been obtained. (m) The consents set forth on Schedule 6.1 shall have been received. (n) Management shall have executed and delivered agreements reasonably satisfactory to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O which each shall have provided indemnities to Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date in respect of the representations and warranties of Management contained herein (the Company contained in this Agreement as if made on the Closing Date "Indemnification Agreements"). (except for representations and warranties which, by their express terms, speak as of and relate to a specified dateo) Buyer shall have been satisfied, in which case such accuracy shall be measured as of such specified date) and its sole discretion, with the performance by the Company in all respects on or before the Closing Date of all covenants and agreements capabilities of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer senior executives of the Company to that effect;run the Company. C. There not having occurred (ip) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Xxxxxxx X. Xxxxxx shall have executed and delivered to Buyer reimbursement of Buyer's reasonable outemployment and non-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may compete agreements reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase the Securities Shares at the Closing is subject to the fulfillment to Buyer's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only): (a) The representations and warranties made by the Stockholders and/or the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date pursuant Date, except to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer extent any such representation or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak warranty expressly speaks as of and relate to a specified an earlier date, in which case such accuracy representation or warranty shall be measured true and correct as of such specified earlier date) , and, the representations and the performance warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on or before the Closing Date Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants and agreements of the Company herein required to be performed by it pursuant to this Agreement on or before prior to the Closing Date. (b) The Stockholders and the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be confirmed to Buyer in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by delivery any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the certificate transactions contemplated hereby, in the other Transaction Documents or in the Merger Agreement. (d) The Stockholders and the Company shall have delivered a Certificate, executed on behalf of the chief executive officer Stockholders and the Company by its Chief Executive Officer or its Chief Financial Officer, respectively, dated as of the Company Closing Date, certifying to that effect; C. There not having occurred the fulfillment of the conditions specified in subsections (a), (b), (c), (g) and (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing this Section 8.1. Such certificates can be waived at the date option of either party to this Agreement, a material acceleration or worsening thereof;. D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. (e) The Company shall have delivered to Buyer reimbursement a Certificate, executed on behalf of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement; F. There shall not be in effect any LawAgreement and the other Transaction Documents, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any certifying the current versions of the transactions contemplated by this Agreement;Articles of Organization and Bylaws or other organizational documents of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company unless otherwise waived. G. The Company (f) No stop order or suspension of trading shall have obtained all consents, approvals been imposed by the SEC or waivers from any other governmental authorities and third persons necessary for or regulatory body with respect to public trading in the execution, delivery and performance Common Stock. (g) All debt of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer company shall have received such additional been paid or released by: (i) payments at closing, or (ii) duly executed Release documents, certificates, payment, assignments, transfers and other deliveries (iii) subsidiary debt shall remain so long as it has not been incurred by or its legal counsel may reasonably request guaranteed by Company. (h) Satisfactory due diligence as to books and records prior to 5 days before closing. (i) Stockholders as Directors shall have appointed Buyers designees as CEO and as are customary a director, and Stockholders shall resign officer positions from Company at closing, with Board resignations to effect a closing be effective upon payment of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Purchase Price.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions on or prior to the Closing Date: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of a) the representations and warranties of the Company Seller and Hampshire contained in this Agreement shall be true and correct, without giving effect to any qualification as if made to materiality or Material Adverse Effect (or any variation of such terms) contained in any particular representation or warranty, on and as of the Closing Date (except for representations with the same force and warranties which, by their express terms, speak effect as though made on and as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, except to the extent any such breach together with all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading inother such breaches does not, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There could not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have be expected to constitute a Material Adverse Effect; E. The Company . Seller shall have delivered to Buyer reimbursement a certificate of Buyer's reasonable out-of-pocket costs its President, a Vice President or Secretary, dated the Closing Date, to the foregoing effect; (b) Seller shall have performed and expenses incurred complied in connection all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Buyer a certificate of its President, a Vice President or Secretary, dated the Closing Date, to the foregoing effect; and (c) no Law shall have been enacted, issued, promulgated, enforced or entered which is in effect and has the effect of making the sale of the Assets by Seller to Buyer or any of the other transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the sale of the Assets by Seller to Buyer or any of the other transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with consummate the transactions contemplated by this AgreementAgreement are subject to the satisfaction of the following conditions as of the Closing Date (any or all of which may be waived in whole or in part by Buyer): (a) The representations and warranties of Sellers, set forth in Article V shall be true and correct in all material respects as of the Closing Date; provided, however, that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date; F. There (b) Sellers shall not have performed in all material respects all of their obligations required to be in effect any Law, performed under this Agreement at or prior to Closing; (c) No temporary restraining order, ruling, judgment preliminary or writ of permanent injunction or other order or issued by any court of competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect, nor shall any proceeding be pending, which would reasonably be expected to prohibit the consummation of the transactions contemplated hereby; and there shall not be any action taken, or any statute, rule, regulation or order (whether temporary, preliminary or permanent) enacted, entered or enforced which makes the consummation of the transactions contemplated hereby illegal or prevents or prohibits them; G. The Company (d) Buyer shall have obtained received an ALTA Owner’s Standard Coverage Title Insurance Policy with respect to all consentsOwned Real Property, issued by Fidelity National Title Insurance Company, written and marked up as of the Closing Date, insuring Buyer’s interest in each Owned Real Property (and any Easement appurtenant thereto). Except as set forth in Schedule 7.1(d) of the Disclosure Schedule, such title insurance policy shall insure fee simple title (or Easement interest, as the case may be) to each Owned Real Property and Easement, free and clear of all Liens and other matters other than Permitted Liens and Permitted Encumbrances, but subject to the standard exception for survey matters; and (e) Sellers shall have delivered or caused to be delivered to Buyer the following, in form and substance reasonably acceptable to Buyer: (i) a certificate of Sellers dated the Closing Date stating that the preconditions specified in Section 7.1(a), (b) and (c) have been satisfied; (ii) the Xxxx of Sale, in the form of Exhibit A (the “Xxxx of Sale”), executed by Sellers; (iii) the Assignment and Assumption Agreement, in the form of Exhibit B (the “Assignment and Assumption Agreement”), executed by Sellers; (iv) the Transition Services Agreement, in the form of Exhibit C (the “Transition Services Agreement”), executed by Seller Parent; (v) the Escrow Agreement, in the form of Exhibit D executed by Sellers; (vi) the Assumption Agreement, in the form of Exhibit E (the “Assumption Agreement”), executed by Sellers; (vii) Special Warranty Deeds (or the applicable jurisdiction’s equivalent thereof to convey the Owned Real Property to Buyer with limited warranties) for all Owned Real Property and quitclaim deeds or assignments of easements for the transfer of all easements running to the benefit of Sellers. Sellers shall have prepared, executed and filed all returns, questionnaires, applications or other documents required by the applicable jurisdiction in which the Owned Real Property is located, if any, regarding (A) any transfer taxes related to the Owned Real Property that are required to be filed prior to or upon Closing, or (B) the conveyance of the Owned Real Property to Buyer. Sellers shall furnish such customary undertakings and assurances reasonably necessary to cause the issuance of the title insurance policy referred to in Section 7.1(d); (viii) all consents or approvals of third-parties set forth on Section 7.1(e)(ix) of the Disclosure Schedule, if any, but in no event with respect to any Delayed Transfer Asset (collectively, the “Required Consents”), shall have been obtained, and shall be satisfactory to Buyer or waivers from governmental authorities otherwise waived thereby; (ix) a certificate of Sellers certifying (A) the resolutions duly adopted by Sellers authorizing and third persons necessary for adopting the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of all transactions contemplated thereby, all without material cost hereby and thereby and (B) the names and signatures of the officers of Sellers authorized to sign this Agreement and the CompanyTransaction Documents; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries (x) non-foreign affidavits dated as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company Closing Date, sworn under penalty of an enforceability opinion from its outside counsel perjury and in form and substance satisfactory required under Treasury Regulations issued pursuant to BuyerCode § 1445 stating that each Seller is not a “foreign person” as defined in Code § 1445; J. Reimbursement (xi) a Railcar Storage and Switching Agreement in a form mutually agreeable to Buyer and Seller Parent (the “Railcar Storage Agreement”), executed by Seller Parent; (xii) a Parts Supply Agreement in a form mutually agreeable to Buyer and Seller Parent (the “Parts Supply Agreement”), executed by Seller Parent; (xiii) evidence all outstanding indebtedness under the GIEDC Note shall be deemed paid in full and the security interest held for the benefit of Buyer's legal fees in Grand Island Area Economic Development Corporation pursuant to the amount of $5,000GIEDC Trust shall be released and terminated; (xiv) such other documents and instruments as counsel for Buyer may reasonably request to consummate the transactions contemplated herein.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct at and as of the Closing Date, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; (b) Seller shall have performed all of which the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Closing Date; (c) The parties shall be confirmed have obtained, or applied for, each consent and approval necessary as listed on Schedule 8.01(c), at no cost to Buyer by delivery Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Assets pursuant to the provisions of, the Assigned Contract, agreement, arrangement or undertaking of the chief executive officer or affecting Seller or any license, franchise or permit of the Company to that effector affecting Seller; C. There (d) All governmental filings, authorizations and approvals set forth on Schedule 8.01(c) will have been duly made, applied for or waived; (e) Buyer will have received evidence satisfactory to it that there is not having occurred threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the declaration of a banking moratorium Related Agreements or any suspension of payments in respect of banks in the United States, (iii) otherwise relating to and materially adversely affecting the commencement transactions contemplated hereby; (f) There shall be no fact or circumstance existing as of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementAgreement which has not been disclosed to Buyer regarding the Assets or the Assumed Liabilities, a material acceleration which is, individually or worsening thereofin the aggregate with other such facts and circumstances, materially adverse to the value of the Assets, as determined by Buyer in its reasonable discretion; D. There not having occurred any event or development, (g) The transactions contemplated by this Agreement and there being in existence no condition, having or which reasonably and foreseeably could the Related Agreements will have a Material Adverse Effectbeen approved by Buyer’s Board of Directors; E. The Company (h) Buyer shall have all releases as necessary to release all liens, claims, encumbrances and security interests in the Assets, except for security interests and other liens relating to liabilities to be assumed by Buyer pursuant to Section 1.03; and (i) Seller shall have delivered to Buyer reimbursement all of the following with respect to the Assets: (i) a copy of the Assignment and Assumption Agreement, including, but not limited to, assignment of the Permits, executed by Seller; (ii) a certificate of an appropriate officer of Seller substantially in the form set forth in Exhibit B hereto, dated the Closing Date, (i) stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (ii) setting forth and certifying the text of the resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Related Agreements; and (iii) setting forth and certifying the text of the resolutions adopted by the shareholders of Seller approving the sale of the Assets; (iii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (iv) assignment, in the form(s) set forth in Exhibit D, of the Assets that are Intellectual Property, duly executed by Seller, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer's reasonable out-of-pocket costs ’s counsel, to assign all of Seller’s rights and expenses incurred interests in connection with and to the Intellectual Property to Buyer; (v) a guarantee, satisfactory to Buyer in its sole discretion, executed by Parent; and (vi) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000hereby.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date pursuant to this Agreement is conditioned uponof all of the following conditions, except such conditions as Buyer may waive: A. Delivery by (a) The Selling Shareholder and/or Issuer shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Company of the DebentureClosing, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of all the representations and warranties of the Company Selling Shareholder and Issuer contained herein shall be true at and as of the Closing with the same effect as though made at and as of the Closing. (b) All action (including notifications and filings) that shall be required to be taken by the Selling Shareholder and/or Issuer in this Agreement as order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and exemptions from third Parties (if made any) that shall be required in order to enable the Selling Shareholder and/or Issuer to consummate the transactions contemplated hereby shall have been duly obtained. (c) No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date (except for representations date and warranties which, no suit or investigation by their express terms, speak any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened as of the Closing. (d) The Buyer shall have obtained financing with which to consummate the transactions contemplated by this Agreement and relate with which to a specified datecomply with the undertaking made by it under this Agreement, so that, if the Buyer is unable to obtain financing in an amount and on terms it, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Dateits sole discretion, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred deems sufficient (i) any general suspension of trading into purchase the Shares, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with consummate the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or (iii) to otherwise prohibiting any of comply with the transactions contemplated undertakings made by it under this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for then (iv), the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsno obligation to do so, certificatesand (v), paymentneither the Selling Shareholder nor the Issuer shall have any rights or recourse whatsoever against the Buyer and its Officers, assignmentsDirectors, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Shareholders.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance K. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's Each and every obligation of Buyer to purchase the Securities on be performed by the Closing Date pursuant is, at the option of Buyer, subject to this Agreement is conditioned upon: A. Delivery by the Company each of the Debentureconditions set forth below. (a) The representations and warranties made by Sellers in this Agreement, as may be supplemented after the Conversion Warrant date hereof, shall be true and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of accurate as to the representations and warranties of the Company contained which are qualified as to materiality and in this Agreement all material respects as if made on the Closing Date (except for to those representations and warranties which, by their express terms, speak which are not so qualified as of the Closing with the same effect as though such representations and relate warranties have been given on and as of the Closing, giving effect to any supplements thereto or to any schedules or exhibits to this Agreement so long as the supplementation to the particular representation and warranty at issue does not, taken as a specified datewhole, have a material adverse effect on that representation and warranty. Sellers shall also have performed or complied with, in all material respects, all of their obligations under this Agreement which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required are to be performed or complied with by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery as of the certificate of the chief executive officer of the Company to that effect;Closing. C. There not having occurred (ib) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be on the Closing (1) any Order by any Governmental Body, (2) any written threat thereof by any Governmental Body, or (3) any Legal Requirement or (4) Proceeding which, in effect any Lawall reasonable likelihood, ordermight prohibit or render illegal Buyer's consummation of the transaction contemplated herein. (c) All agreements, rulingdocuments, judgment or writ and instruments contemplated under this Agreement to be executed and delivered by Sellers as of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any Closing shall have been duly executed by Sellers and be ready for delivery concurrently with the consummation of the transactions contemplated by this Agreement;. G. The Company (d) Sellers shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance deliver to Buyer: (1) certified copies of each of the Documents resolutions of the management committee of D-K LLC and the transactions contemplated therebypartners of D-K I and D-K III authorizing the Sellers to enter into and to perform this Agreement and each document to be entered into by it as of the Closing, authorizing execution of this Agreement and each such document by each Person signing on behalf of the Sellers, and further certifying that such resolutions and such authority have not been modified and remain in effect; and (2) certificates executed by an officer of each of Xxxx Industries, Inc. and Valero Energy Corporation certifying that each has passed a resolution sufficient to authorize it, as a Seller Guarantor, to enter into and perform the guaranty appearing at the end of this Agreement and authorizing execution of the guaranty by each Person signing the same on behalf of the Seller Guarantors, and further certifying that such resolutions and such authority have not been modified and remain in effect. (e) Sellers shall deliver to Buyer a certificate executed by an officer of the Sellers certifying that Sellers' representations and warranties in Section 4.01, as may be supplemented after the date hereof, are true and accurate in all without material cost respects in accordance with their terms at the time of Closing and further certifying Sellers' compliance with Sellers' covenants and agreements herein. (f) Sellers shall deliver to Buyer the certificates of the Secretary or Assistant Secretary of each Seller or the general partner of each Seller, as applicable, as the case may be, certifying as of the Closing Date as to the Company;incumbency of the officers or attorney-in-fact of each of the Sellers authorized to sign this Agreement and the other documents to be delivered hereunder, together with evidence of the incumbency of each such Secretary or Assistant Secretary. H. (g) [Intentionally Left Blank] (h) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary the audited financials required pursuant to effect a closing Section 4.01(n). (i) Buyer shall have received evidence satisfactory to Buyer of the matters herein contemplated;Section 754 elections required pursuant to Section 4.01(k)(7). I. Delivery by (j) All required consents, approvals, and waivers (including waivers of rights of first refusal and preferential purchase rights listed in Schedule 4.01(o)), including those under the Company HSR Act or from any other Governmental Body or other Person, shall have been received. (k) Buyer shall have received from each Seller a certificate of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees non-foreign status substantially in the amount form specified in Treasury Regulations issued under section 1445 of $5,000the Code.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date pursuant to this Agreement is conditioned upon:(any one or more of which may be waived in writing at the option of Buyer): A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of Seller set forth in Sections 3.01 (Authorization; Valid and Binding Agreement), 3.03 (Ownership), 4.01 (Organization and Corporate Power), 4.02 (Subsidiaries), 4.03 (Authorization; Valid and Binding Agreement), and 4.05 (Capital Stock) shall be true and correct in all respects as of the Company date hereof and as of the Closing Date as though made as of such time. The representations and warranties of Seller contained in this Agreement other than those set forth in the preceding sentence (i) that are qualified as if made on to materiality (including a Material Adverse Effect qualification) shall be true and correct, as of the date hereof and as of the Closing Date (Date, as though made as of such time, except for to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified date, an earlier date (in which case such accuracy representations and warranties qualified as to materiality (including a Material Adverse Effect qualification) shall be measured true and correct on and as of such specified earlier date), and (ii) that are not qualified as to materiality (including a Material Adverse Effect qualification) shall be true and the performance by the Company correct in all material respects on or before as of the date hereof and as of the Closing Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations not qualified as to materiality shall be true and correct in all covenants material respects on and agreements as of such earlier date). (b) Seller shall have duly performed in all material respects all of the Company obligations, agreements, and covenants required to be performed by it pursuant to Seller under this Agreement on at or before prior to the Closing. (c) The consummation of the transactions contemplated hereby shall not be prohibited by any Law, and no Governmental Body shall have instituted a proceeding or made an Order or decision at or prior to the Closing Date, all which would reasonably be expected to have the effect of which shall be confirmed to Buyer by delivery prohibiting or materially delaying the consummation of the certificate transactions contemplated hereby in any jurisdiction. (d) The applicable waiting periods, if any, under the HSR Act and any comparable applicable foreign competition or antitrust Laws applicable to the transactions contemplated by this Agreement, shall have expired or been terminated or approval for the consummation of the chief executive officer of transactions contemplated hereby shall have been granted by the Company to that effect;relevant competition or antitrust authority or authorities. C. There not having occurred (ie) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at Since the date of this Agreement, a material acceleration or worsening thereof; D. There there has not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have been a Material Adverse Effect;. E. (f) The Company Restructuring has been completed as set forth on Schedule A. (g) Seller and the Osmose Entities shall have delivered to Buyer reimbursement each of Buyer's reasonable out-of-pocket costs the following: (i) certificates, duly executed by a duly authorized officer of Seller and expenses incurred each Osmose Entity, dated the Closing Date, certifying that the conditions specified in connection with the transactions contemplated by this AgreementSections 2.01 (a), (b), and (f) have been satisfied; F. There shall not be (ii) certificates, duly executed by the secretary of Seller and each Osmose Entity, dated the Closing Date, certifying (A) that true, complete, and certified copies of such Person’s Organizational Documents, as in effect any Lawon the Closing Date, orderare attached to such certificate, ruling, judgment or writ (B) as to the incumbency of any court or public or governmental authority restraining, enjoining or otherwise prohibiting each officer executing any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consentsTransaction Documents to which such Person is a party, approvals (C) as to the genuineness of the resolutions of the board of directors or waivers from governmental authorities and third persons necessary for shareholders of such Person authorizing the execution, delivery and performance by such Person of the Transaction Documents to which such Person is a party, and the consummation of all transactions contemplated hereby and thereby, all without material cost and (D) in the case of Seller, that certificates of good standing in the jurisdiction of organization of each of the Acquired Companies, in each case dated within 10 days of the Closing Date, are attached to the Companysuch certificate; H. (iii) each of the Patent License Agreement and the Trademark License Agreement, each duly executed by Seller and its Affiliates party thereto; (iv) the Escrow Agreement, duly executed by Seller; (v) the FIRPTA Certificate, duly executed by Seller; (vi) the Transition Services Agreement, duly executed by Seller; and (vii) the Professional Services Agreement, duly executed by Seller. (h) Buyer shall have received such additional documentsthe stock certificates representing the Shares, certificatesaccompanied by duly executed stock powers. (i) Buyer shall have received all stock certificates representing all of the issued and outstanding shares of each Subsidiary of each of the Osmose Entities. (j) Buyer shall have received payoff letters from each of the Persons to be repaid pursuant to Section 1.04(b) that set forth (A) the amount required to repay, paymentas of the Closing Date, assignmentsall outstanding principal, transfers interest, and other deliveries amounts due and owning with respect to any Indebtedness as it of immediately prior to the Closing owed to such Person, (B) wire transfer or other payment instructions for the repayment of such amounts by Buyer at the Closing in accordance with Section 1.04(b) of this Agreement, and (C) the agreement of such Person that, upon its legal counsel may reasonably request receipt of such payoff amount from Buyer, all Liabilities owed by the relevant Acquired Company to such Person will be satisfied in full. (k) Buyer shall have received duly prepared and filed or have appropriate authorization to prepare and file, termination statements, as are customary prescribed by the Uniform Commercial Code or other similar Laws in effect in the relevant jurisdictions by each creditor or other Person that has a Lien (other than Permitted Liens) against any Asset. (l) Buyer shall have received copies of all Consents set forth on Schedule 2.01(l) (the “Required Consents”). (m) Buyer shall have received evidence of termination of any Contracts with Seller Affiliated Parties and the settlement of any outstanding amounts owed or payable to effect a closing Seller Affiliated Parties, each as described on Schedule 4.17 of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Disclosure Schedules, in form and substance reasonably satisfactory to Buyer. J. Reimbursement (n) Buyer shall have received irrevocable resignations of each director or officer of the Acquired Companies listed on Schedule 2.01(n), to be effective as of the Closing Date, in form and substance reasonably satisfactory to Buyer's legal fees . (o) The Audited Financial Statements (with footnotes and other customary presentation items), together with one report from Deloitte without qualification, limitation of scope, or exception of Deloitte (except for limited component references in respect of those Acquired Companies not organized in the amount United States regarding the fact that a portion of $5,000such audit was not performed by Deloitte) with respect thereto, shall have been delivered by Seller to Buyer, provided that with respect to each of those Acquired Companies not organized in the United States to which such component references relate, Seller shall provide true and correct copies of the audited balance sheets as of December 31, 2013 and 2012 and the related audited statements of income, stockholder’s equity and cash flows of each such Acquired Company for the years ended December 31, 2011, December 31, 2012, and December 31, 2013 (with footnotes and other customary presentation items), together with reports without qualification, limitation of scope, or exception from the applicable local auditors for each such Acquired Company (which reports and the related auditor’s name will not be publicly disclosed by Buyer without such auditor’s prior written consent). (p) Buyer shall have received an assignment or endorsement, as applicable, assigning the PLL Policy (or the relevant portions thereof covering the Acquired Companies and the Transferred Business) to Buyer and naming Buyer as lead named insured with respect to the PLL Policy (or the relevant portions thereof covering the Acquired Companies and the Transferred Business), in form and substance reasonably satisfactory to Buyer. If the Closing occurs, all closing conditions set forth in this Section 2.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, : (a) The representations and warranties set forth in Article IV hereof will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made pursuant to Sections 3.1(c) or 4.32 hereof); (b) The Sellers will have performed and complied with all of which shall the covenants and agreements required to be confirmed to Buyer performed or complied with by delivery of them under this Agreement through the certificate of Closing; (c) There will have been no material adverse change in the chief executive officer businesses, financial condition, operating results, assets, customer, supplier, employee or sales representative relations, or business prospects of the Company to that effector any of its Subsidiaries; C. There not having occurred (d) All third party consents that are required (i) any general suspension for the consummation of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheettransactions contemplated hereby, (ii) in order to prevent a breach of or default under or a right of termination or modification of any agreement or lease to which the declaration Company is a party or to which any portion of a banking moratorium the property of the Company is subject, or any suspension of payments in respect of banks in the United States, (iii) in order to enable Buyer to prepay on the commencement Closing Date the Company's and its Subsidiaries' outstanding indebtedness for borrowed money without any premium or penalty, will have been obtained on terms reasonably satisfactory to Buyer; (e) All payoff letters relating to any indebtedness for borrowed money for which Buyer has notified the Sellers of a warits intention to repay or prepay on the Closing Date and releases of any and all security interests relating to property of the Company and its Subsidiaries will have been obtained, armed hostilities all on terms reasonably satisfactory to Buyer; (f) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (as amended and including the rules and regulations promulgated thereunder, the "HSR ACT") shall have expired or other international otherwise been terminated, and all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and the continuation of the operation of the Company's and its Subsidiaries' businesses will have been duly made and obtained on terms reasonably satisfactory to Buyer; (g) No action or national calamity directly proceeding before any court or indirectly involving government body will be pending or threatened wherein an unfavorable judgment, decree, injunction or order would prevent the United States carrying out of this Agreement or any of its territoriesthe transactions contemplated hereby, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded, or might adversely affect the right of Buyer to own, operate or control the Company, and no notice will have been received regarding any investigation, or other conditions or events, that could result in any such action or proceeding being pending or threatened; F. There (h) Parent will have amended and restated its existing bank agreement with its senior lenders, on terms and conditions satisfactory to Buyer, in order to provide Buyer with sufficient proceeds to consummate the transactions contemplated hereby and to finance as necessary the continuing operations of the Company after the Closing Date; (i) Buyer will have received an estoppel letter in form and content reasonably acceptable to Buyer with respect to each parcel of Leased Real Property; (j) If required by Buyer's or Parent's lenders, Buyer will have received a non-disturbance agreement in form and content acceptable to such lenders from each Person encumbering each parcel of Leased Real Property; (k) Buyer shall have received resignations and releases, effective as of the Closing Date, of each director and each officer who is not (and after the Closing Date will not be) an employee of the Company or its Subsidiaries, other than those whom the Buyer shall have specified in writing at least 5 business days prior to the Closing Date; (l) Buyer will have received a certification issued by the Company pursuant to Treasury Regulation Section 1.897-2 to the effect that neither the Company nor any of its Subsidiaries is a "United Sates real property holding corporation" as defined in Section 897 of the Code; (m) Buyer will have received from Xxxx & Xxxxxxxxx, P.C., counsel for the Sellers, an opinion with respect to the matters set forth in EXHIBIT A attached hereto, which opinion shall be addressed to Buyer, dated the Closing Date, and in effect form and substance reasonably satisfactory to Buyer and its counsel; (n) Xxxxxxx & Xxxxxxx shall have, in accordance with its scope of work plan delivered to the Buyer prior to the date hereof and pursuant to and in compliance with the terms of the Tamco Agreement (as defined below), completed its environmental testing and investigation concerning the real property now or previously owned or leased by the Company's Subsidiaries and their respective predecessors; Xxxxxxx & Xxxxxxx shall have delivered to the Company a clean-up report, addressed to the Company, detailing its proposals for corrective or remediating action to be taken with respect to such properties; and the Sellers shall have delivered or caused the Company to deliver a true and correct copy of such clean-up report to Buyer; (o) Buyer, Sellers, and their respective environmental representatives shall have met to determine in good faith whether additional testing and investigation is required with respect to the drywells located on the Company's real property located in Brantford; and if the parties determine in good faith that such additional testing and investigation is required, such additional testing and investigation shall (at Seller's sole cost) have been been completed, and arrangements or agreements satisfactory to Buyer shall have been made such that Buyer Parties (as defined below) shall be held harmless against any Lawliabilities arising out of or relating to such drywells; (p) Sellers shall have delivered Schedule 4.30-3 (the "MAJOR START-UP SCHEDULE") to Buyer, ordersetting forth the major start-up programs of the Company's customers which are expected to commence within the 24-month period following the Closing Date and which are incorporated into the Company's current earnings projections, rulingthe month in which each such program is scheduled to commence, judgment and projected monthly revenues from each such project during the 24-month period following the Closing Date, and such schedule shall be reasonably satisfactory to Buyer; (q) On or writ prior to the Closing Date, the Representative will have delivered to Buyer all of any court or public or the following: A. A certificate from the Sellers, dated the Closing Date, stating that the preconditions specified in Sections 2.1(a) through (e), and (g), inclusive, have been satisfied; B. Copies of all third party and governmental authority restrainingconsents, enjoining or otherwise prohibiting any approvals, and filings required in connection with the consummation of the transactions contemplated by this Agreementhereunder; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities C. Certified copies of the resolutions duly adopted by each corporate Seller's respective board of directors and third persons necessary for the shareholders authorizing such Seller's execution, delivery and performance of the Documents this Agreement and the transactions contemplated thereby, all without material cost to hereby; D. Certified copies of the resolutions duly adopted by the Company;'s board of directors and shareholders authorizing the Company's execution, delivery and performance of this Agreement and the transactions contemplated hereby; and H. E. Such other documents or instruments as Buyer shall have received such additional documents, or its title company reasonably requests or as may be required by any lender to Buyer or Parent in connection with this Agreement to effect the transactions contemplated hereby; and (r) All proceedings to be taken by any of the Sellers and the Company in connection with the consummation of the transactions contemplated hereby and all certificates, paymentopinions, assignments, transfers instruments and other deliveries as it or its legal counsel may reasonably request and as are customary documents required to be delivered by any of the Sellers to effect a closing of the matters herein contemplated; I. Delivery transactions contemplated hereby reasonably requested by the Company of an enforceability opinion from its outside counsel Buyer will be reasonably satisfactory in form and substance satisfactory to Buyer J. Reimbursement of . Any condition specified in this Section 2.1 may be waived by Buyer's legal fees , provided that no such waiver will be effective unless it is set forth in the amount of $5,000a writing executed by Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured determined as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel); F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 3,500,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel), of $50,000; F. H. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. I. Delivery by the Company of irrevocable instructions to the Company's transfer agent to reserve 1,000,000 shares of Common Stock for issuance of the Conversion Shares and the Warrant Shares; J. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. K. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by it pursuant to any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer; and J. Reimbursement (f) Buyer shall have accepted the status of Buyer's legal fees title as reflected in the commitments for title insurance or title opinions (as such commitments or opinions may have been modified) delivered by Seller pursuant to Section 5.04 hereof. (g) Buyer shall have obtained financing prior to Closing consisting of securing debt equity from a bank stock loan or a trust preferred issue; and obtaining funds from a common stock offering contemplated as a Regulation D, Rule 506 Offering at the Federal Securities and Exchange Commission level and related State Blue Sky regulatory applications/approval from the State Securities and Exchange Commission level[s], all in an aggregate amount sufficient to capitalize the new bank and pay the $15,250,000 premium due Seller. Buyer will file the Securities filings within thirty (30) business days after the filing of $5,000the applications to the bank regulatory agencies. These funding vehicles may be originated in a bank holding company (BHC) entity initially under a conventional BHC formation and approval process with the BHC then injecting the necessary capital into the underlying subsidiary bank which is the Bank entity contemplated as completing this Branch Purchase and Assumption transaction.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions as of or prior to the Closing Date: A. Delivery by (a) Buyer shall have obtained the Company of debt financing described in the DebentureHighly Confident letter addressed to Buyer, dated February 26, 1999, and attached hereto as EXHIBIT B (the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee"Financing Letter"); B. (b) The accuracy on the Closing Date of the representations and warranties of the Company contained Company, the Shareholders, the Optionholders and H.I.G. Cayman set forth in this Agreement or in any Exhibit or Schedule hereto, if specifically qualified by materiality, shall be true and correct in all respects, and if not so qualified, shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties; (c) The Company, the Shareholders, the Optionholders and H.I.G. Cayman shall have performed or complied with in all material respects all of the covenants, conditions and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing; (d) All of the consents from and notices to third parties which are set forth on the attached SELLER CONSENTS SCHEDULE, shall have been obtained in writings executed by such third parties in form and substance reasonably satisfactory to Buyer; (e) The applicable waiting periods (including any extension thereof by reason of a request for additional information), if any, under the HSR Act shall have expired or been terminated, and all of the governmental filings, consents, authorizations, approvals and waivers which are set forth on the attached SELLER CONSENTS SCHEDULE, shall have been made and obtained and shall be in full force and effect; (f) No action or proceeding before any court or government body shall be pending or, to the best knowledge of the Company, threatened with a reasonable likelihood of success, as determined by Buyer in its reasonable discretion, on the Closing Date (except for representations and warranties whichwherein an unfavorable judgment, by their express termsdecree or order would restrain, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and prohibit or prevent the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all consummation of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; F. There (g) The Shareholder Representative shall have executed and delivered the Escrow Agreement on behalf of the Shareholders (other than Vinyl), the Optionholders and H.I.G. Cayman; (h) From December 31, 1998, there shall not have occurred or became known any material adverse change, or any condition or event (including any change in law) that could reasonably be expected to result in effect any Lawa material adverse change, orderin the business, rulingproperty, judgment assets, liabilities (contingent or writ otherwise), operations or condition (financial or otherwise) of any court Vinyl or public or the Company and its Subsidiaries, as the case may be; (i) Vinyl, the Company and the Shareholder Representative (on behalf of the Shareholders, the Optionholders and H.I.G. Cayman) shall have delivered to Buyer each of the following: (A) a certificate of each of Vinyl, the Company and the Shareholder Representative in the form set forth in EXHIBIT C attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (b) through (h) hereof, inclusive, have been satisfied; (B) copies of the third party and governmental authority restrainingconsents required by subsections (d) and (e) above; (C) all minute books, enjoining or otherwise prohibiting any stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of Vinyl, the Company and the Subsidiaries; (D) a certificate of the Secretary of each of Vinyl, the Company and H.I.G. Cayman relating to the incumbency and corporate proceedings in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and the absence of changes in Vinyl's, the Company's and its Subsidiaries', and H.I.G. Cayman's Certificate of Incorporation and By-laws, together with copies of the resolutions duly adopted by Vinyl's, the Company's and H.I.G. Cayman's board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance (E) resignations effective as of the Documents Closing Date from such officers and directors of Vinyl, the transactions contemplated thereby, all without material cost to Company or the Company; H. Subsidiaries as Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary requested in writing not less than ten (10) days prior to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Closing Date in form and substance satisfactory to Buyer; J. Reimbursement (i) a copy of the Certificate of Incorporation and all amendments thereto, of each of Vinyl, the Company and the Subsidiaries, certified by the Secretary of State of the state of its incorporation, as of a date not more than thirty (30) days prior to the Closing Date, (ii) copies, certified by the Secretary of each of Vinyl, the Company and the Subsidiaries, as of the Closing Date, of the Bylaws of Vinyl, the Company and the Subsidiaries, (iii) Certificates of Good Standing from the Secretary of the state of its incorporation as of a date not more than ten (10) days prior to the Closing Date, accompanied by bring-down certificates dated as of the Closing Date, evidencing Vinyl's, the Company's and the Subsidiaries' good standing in such jurisdiction, and (iv) Certificates of Good Standing from the Secretary of State of each state wherein Vinyl, the Company and the Subsidiaries are duly qualified, as of a date not more than ten (10) days prior to the Closing Date, accompanied by bring-down certificates dated as of the Closing Date, evidencing Vinyl's, the Company's and the Subsidiaries' good standing therein; (G) an opinion from Xxxxxxxx & Xxxxx, legal counsel for Vinyl and the Company, and an opinion from Xxxxxx and Calder, legal counsel for H.I.G. Cayman, addressed to Buyer, dated the Closing Date, and in the form of EXHIBIT D attached hereto; (H) evidence that the release of all claims, pledges, security interests, liens, charges and all other encumbrances of any kind on the assets of Vinyl, the Company and the Subsidiaries will occur immediately upon repayment of the Indebtedness set forth on the attached INDEBTEDNESS SCHEDULE and all appropriate payoff letters setting forth amounts to be paid to discharge fully the outstanding balance of the Indebtedness set forth on the attached INDEBTEDNESS SCHEDULE; (I) evidence reasonably satisfactory to Buyer of (i) the elimination of any rights of first refusal to purchase the Company's capital stock from the Shareholders and the Optionholders, or Vinyl's capital stock from H.I.G. Cayman, and (ii) the termination of any shareholders agreements, stock purchase agreements, option agreements, warrant agreements, registration rights agreements, voting agreements or any other agreements relating to the capital stock of Vinyl or the Company, and any amendments thereto, to which Vinyl, the Company, any Shareholder, any Optionholder and/or H.I.G. Cayman are a party, including, without limitation, those agreements set forth on the attached TERMINATING AGREEMENTS SCHEDULE; (J) a duly and properly executed certificate from each Shareholder, each Optionholder and H.I.G. Cayman in the forms attached as Exhibit E hereto establishing an exemption from withholding under Treasury Regulation ss. 1.1445-2 on the basis of the transferor not being a foreign person or the Shares or the Options not constituting a U.S. real property interest; (K) all other instruments which are necessary or desirable to effect the transactions contemplated by this Agreement; and (L) upon the request of Buyer, estoppel certificates with respect to the Leased Real Property set forth on the SELLER CONSENTS SCHEDULE in form and substance reasonably satisfactory to Buyer. (j) The Closing Transactions set forth in Section 1.07(b) shall have been completed; (k) Buyer shall have obtained Form ALTA-B owner's legal fees policies of title insurance issued to the Company and its Subsidiaries directly, or by endorsement, effective on the date of the Closing, in respect of any real property, whether owned or leased, acceptable to Buyer in its reasonable discretion; provided that Buyer shall pay the premiums and costs relating thereto; and (l) Thermal's gross profit percentage for the four months ended April 30, 1999, as determined in accordance with Thermal's past practice and as determined from the financial statements to be delivered to Buyer pursuant to the last sentence of Section 6.09, shall not be less than 37.5%; provided that the condition set forth in this Section 2.01(1) shall not be a condition to Buyer's obligation to consummate the transactions contemplated by this Agreement in the amount event that Buyer receives the financial statements required to be delivered pursuant to the last sentence of $5,000Section 6.09 and does not terminate this Agreement pursuant to Section 8.01(c)(ii) on or prior to the third business day following the delivery to Buyer of such financial statements.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction at or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each and every one of the following conditions precedent, any one or more of which may be waived by Buyer in writing: (i) The representations and warranties of the Company Sellers contained in this Agreement shall be true and correct in all material respects on the date hereof and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given again at and as of and relate the Closing Date, except for any representation or warranty expressly stated to have been made or given as of a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before which, at the Closing Date, all of which shall be confirmed to Buyer by delivery true and correct in all material respects as of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, date expressly stated; and (ii) the declaration Sellers shall have performed and complied in all respects with all of a banking moratorium its agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; 8.1.2 There shall be in force no claim, proceeding, action, order or decree by or before any suspension Governmental Entity of payments in respect competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of banks the transactions contemplated hereby; 8.1.3 The Sellers shall have made the closing deliveries contemplated by SECTION 3.2 hereof; 8.1.4 The Sellers shall have obtained and provided to Buyer all licenses, permits, consents, waivers, approvals, and authorizations of such third parties and Governmental Entities which are appropriate or necessary in the United States, reasonable opinion of Buyer in connection with: (i) the execution and delivery of this Agreement; (ii) the consummation of the transactions contemplated hereby; and (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case ownership by Buyer of the foregoing existing at the date of this Agreement, Assets; in each case in a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which form reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.; and

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on the Closing Date Shares pursuant to this Agreement is conditioned uponshall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. Delivery (a) There shall have been no material breach by Seller in the Company performance of the Debenture, the Conversion Warrant any of its covenants and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date agreements herein; each of the representations and warranties of Seller contained or referred to herein shall be true and correct on the Company contained in this Agreement Closing Date as if though made on the Closing Date (Date, except for representations changes therein specifically required or permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by Section 6.4 ,and warranties whichexcept, by their express termswith respect to any representation or warranty which is not subject to the qualification of materiality, speak as of and relate to a specified datewhere, in which case light of the availability and adequacy, as determined by Buyer in good faith following discussion with Seller, of indemnification pursuant to the provisions of Article X, such accuracy shall be measured as failure would have no adverse effect on the business, relationships, prospects, financial condition, reputation, or results of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements operations of the Company required on and after the Closing, or on the value of the agreements set forth in Schedule 4.15(A), Schedule 4.15(B), and Schedule 4.15(C); and there shall have been delivered to be performed by it pursuant Buyer a certificate to this Agreement on or before such effect, dated the Closing Date, all signed on behalf of which Seller by the President or any Vice President of Seller, in addition to the other deliveries specified in Section 3.4. (b) Between the date hereof and the Closing Date, except as specifically required or permitted hereunder, there shall be confirmed to Buyer by delivery have been (i) no material adverse change in the assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of the certificate of Company; (ii) no material adverse federal or state legislative or regulatory change affecting the chief executive officer Company or its business, products or services to be offered by it after the Closing; and (iii) no material damage to the assets or properties of the Company to that be owned by it after the Closing by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; and there shall have been delivered to Buyer a certificate to such effect;, dated the Closing Date and signed on behalf of Seller by the President or any Vice President of Seller. C. There not having occurred (ic) any general suspension The waiting periods, if any, under each of trading in, or limitation on prices listed forthe HSR Act, the Common Stock on Alabama HMO Statutes and the OTCBB/Pink SheetFlorida HMO Statutes shall have expired or been terminated, and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (iid) The parties shall have received all approvals and actions of or by all Governmental Bodies, including, without limitation, those approvals and actions contemplated by Section 6.3 herein, which are necessary to consummate the declaration transactions contemplated hereby, which are either specified in Schedule 4.1 or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a banking moratorium or any suspension of payments in respect of banks material adverse change in the United Statesassets, business, operations, liabilities, profits, prospects or condition (iiifinancial or otherwise) of the commencement of Company. (e) The Seller or Company, as the case may be, shall have received consents, in form and substance reasonably satisfactory to Buyer, to the transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which the Company is a war, armed hostilities party or other international or national calamity directly or indirectly involving by which the United States Company or any of its territories, protectorates assets or possessions properties is affected and which are specified in Schedule 8.1(E) or (iv) are otherwise necessary to prevent a material adverse change in the case assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of the foregoing existing at the date of this AgreementCompany, a material acceleration or worsening thereof; D. There including but not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost limited to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers consents of (i) Morgxx Xxxranty Trust Company and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.(ii)

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on closing of the Closing Date pursuant to transactions contemplated in this Agreement is conditioned uponsubject to the satisfaction or waiver, at or before the Closing, of the following conditions set forth in this Section 5.1: A. Delivery by (a) all filings, authorizations and approvals and consents set forth on Schedule 5.1(a) shall have been made with or obtained from all applicable Governmental Authorities or other Persons, as the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)case may be; B. The accuracy (b) subject to Section 5.3, all filings, authorizations and approvals and consents set forth on Schedule 5.1(b) shall have been made with or obtained from all applicable Governmental Authorities; (c) there shall be no suit, action, investigation or proceeding pending or threatened before any Governmental Authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing Date of Closing, in whole or in part, and no Order with respect thereto shall be in effect; (d) (i) the representations and warranties of the Company Seller contained in this Agreement as if made on the Closing Date (except for representations and warranties which, Article 3 that are not qualified by their express terms, speak materiality or Material Adverse Effect shall have been as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, and shall be at and as of the Closing as though then made, true and correct in all material respects, and the representations and warranties of Seller contained in Article 3 that are qualified by materiality or Material Adverse Effect shall have been as of the date of this Agreement, and shall be at and as of the Closing as though then made, true and correct; (ii) Seller shall have performed or caused to have been performed in all material respects all of the covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing; and (iii) Seller shall have delivered to Buyer a material acceleration or worsening thereofcertificate executed by a duly authorized officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in Sections 5.1(d)(i) and 5.1(d)(ii) have been satisfied; D. There (e) Since the date of this Agreement, there shall not having have occurred any event change or developmenteffect that has had, and there being in existence no conditionor would reasonably be expected to have, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (f) Buyer shall have received such additional documentspay-off letters (including UCC Termination Statements) which provide for the termination and release of any Liens, certificatesother than Permitted Liens, paymenton the Acquired Assets; (g) each individual specified on Schedule 1 shall be available, assignmentsand immediately prior to the Closing shall have confirmed in writing his availability, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary for full time employment by Buyer pursuant to effect a closing the terms of the matters herein contemplated;Specified Agreements following the Closing; and I. Delivery by (h) Buyer shall have received each other document required to be delivered to Buyer at or prior to the Company Closing pursuant to this Agreement (including those specified in Section 6.2). Any agreement or document to be delivered to Buyer pursuant to this Section 5.1, the form of which is not attached to this Agreement as an enforceability opinion from its outside counsel exhibit, shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby on the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Buyer to the extent permitted by Applicable Law: (a) (i) The representations and warranties of the Company contained Seller Parent set forth in Section 4.2(a) of this Agreement shall be true and correct as if made on of the date of this Agreement and as of the Closing Date (except for representations and warranties which, by their express terms, speak to the extent expressly made as of and relate to a specified date, in which case such accuracy shall be measured case, as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration other representations and warranties of Seller Parent set forth in this Agreement shall be true and correct (without giving effect to any limitations as to materiality or Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of a banking moratorium or any suspension specified date, in which case, as of payments in respect of banks in the United Statessuch specified date), (iii) the commencement of a warexcept, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of this clause (ii) only, where the foregoing existing at failure of such representations or warranties to be so true and correct would not, individually or in the date of this Agreementaggregate, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could be expected to have a Material Adverse Effect; E. The Company (b) Sellers shall have delivered performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date; (c) There shall not have occurred since December 31, 2008 any Material Adverse Effect; (d) (i) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect and no Action therefor initiated by any Governmental Authority shall be pending; and (ii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal the consummation of the transactions contemplated hereby or thereby; (e) (i) the approvals of the Governmental Authorities required to consummate the transactions contemplated hereby and by the Ancillary Agreements the failure of which to obtain would cause such transactions to be a violation of Applicable Law (including required approvals from the Domiciliary Regulators) shall have been obtained and shall remain in full force and effect, provided, however, that no such approvals shall contain any Restrictive Conditions imposed on Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection (ii) if a filing required under the HSR Act is required to be made with respect to the transactions contemplated by this Agreement; F. There shall not be in effect , the waiting period (and any Law, order, ruling, judgment or writ extension of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any such period) under the HSR Act applicable to the consummation of the transactions contemplated by this AgreementAgreement shall have expired or shall have been terminated; G. (f) The Company third-party consents and approvals required to be obtained pursuant to Schedule 8.1(f) shall have been obtained and all consents, such consents and approvals or waivers from governmental authorities shall remain in full force and third persons necessary for the execution, delivery and performance effect; (g) Each of the Documents Adirondack Management Agreement and the transactions contemplated therebySkylands Management Agreement shall be in full force and effect without any material restrictions, all without limitations or other material cost to terms not in existence on the Company;date of this Agreement; and H. Buyer (h) Sellers shall have received such additional documents, certificates, payment, assignments, transfers and made the deliveries (other deliveries as it or its legal counsel may reasonably request and as are customary than the Lease Agreements) required to effect a closing of the matters herein contemplated; I. Delivery be made by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000them under Section 3.3(a).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction or waiver by Buyer, of each of the following additional conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. i) The accuracy on the Closing Date of the representations and warranties of the Company Owners and the Sellers contained in Article 4 and Article 5 of this Agreement (a) that are qualified as to or by Company Material Adverse Effect shall be true and correct as of the Closing Date as if made on anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), and (b) that are not qualified as to or by Company Material Adverse Effect shall be true and correct as of the Closing Date as if made anew as of such date (except for representations to the extent any such representation and warranties which, by their express terms, speak as of and relate warranty expressly relates to a specified date, an earlier date (in which case such accuracy shall be measured as of such specified earlier date)), except for any failure of any such representation and warranty referred to in this clause (b) to be true and correct as does not and would not, individually or in the performance by the aggregate, have a Company in all respects on or before the Closing Date of all Material Adverse Effect; (ii) The covenants and agreements of the Company required Owners and the Sellers to be performed by it pursuant as of or prior to this Agreement on or before the Closing Date, shall have been performed in all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectmaterial respects; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement a certificate in the form of Buyer's reasonable out-of-pocket costs Exhibit C attached hereto dated the Closing Date and expenses incurred signed by an officer of the Company on behalf of the Sellers confirming the foregoing matters in connection with Section 2B(i) and Section 2B(ii); (iv) The Company and each Subsidiary shall have delivered to Buyer certified copies of the resolutions or consents of the Company’s or the applicable Subsidiary’s board of managers or directors, as applicable, approving the transactions contemplated by this Agreement; F. There (v) The Company and each Subsidiary shall have delivered a certificate of good standing for Company and each Subsidiary from the Secretary of State of the entity’s state of organization or incorporation dated not be in effect more than thirty (30) days prior to the Closing Date; (vi) The Sellers shall have delivered the Xxxx of Sale signed by an authorized representative of each Seller; (vii) The Sellers shall have delivered evidence that the Liens and UCC financing statements set forth on Schedule 2B(vii) and any Lawother Liens that do not constitute Permitted Encumbrances (if any) relating to the liabilities set forth on Schedule 1G(iii), orderincluding the payees with respect to the Credit Facilities, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining have been released or otherwise prohibiting any of terminated or will be released upon payment pursuant to Section 1G(iii) pursuant to payoff letters, duly executed by each payee thereof and delivered to the transactions contemplated by this AgreementBuyer; G. (viii) The Company Escrow Agreement shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for been executed by the execution, delivery and performance of the Documents Escrow Agent and the transactions contemplated thereby, all without material cost Company and shall have been delivered to the CompanyBuyer; H. (ix) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries the Required Consents; (x) The Representative shall have delivered Exhibit I setting forth the percentage of amounts received by each Owner as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;Closing Date; and I. Delivery (xi) The Sellers shall have delivered to Buyer powers of attorney in the form attached as Exhibit F, each executed by the Company applicable Subsidiary, with respect to those Licenses and Permits of Sellers that an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement Affiliate of Buyer's legal fees in the amount of $5,000Buyer will operate under following Closing.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase make the Securities on deliveries required of Buyer at the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe satisfaction, or waiver by Buyer, of each of the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date 4.2.1 All of the representations and warranties of Seller contained herein shall continue to be true and correct at the Company contained Closing in all material respects, all covenants and obligations set forth in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant Seller at or prior to this Agreement on or before the Closing Date, shall have been performed in all of which material respects and Seller shall be confirmed have certified the foregoing to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;in writing. C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company 4.2.2 Seller shall have executed and delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs those documents, instruments and expenses incurred in connection with agreements required to be delivered by Seller to Buyer under Section 3.3 hereof. 4.2.3 No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the transactions consummation of the transaction contemplated by this Agreement; F. There shall not be , or seeking to obtain substantial damages in effect any Lawrespect thereof, order, ruling, judgment or writ involving a claim that consummation thereof would result in the violation of any court law, decree or public or regulation of any governmental authority restraininghaving appropriate jurisdiction. 4.2.4 The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 8.4.1 below and the Approval Order in accordance with Section 8.4.2 below and the Procedure Order and the Approval Order shall each be a Final Order. As used herein, enjoining a "Final Order" means an order or otherwise prohibiting any judgment of the transactions contemplated by this Agreement; G. The Company shall have obtained all consentsBankruptcy Court or other court of competent jurisdiction which may hear appeals from the Bankruptcy Court, approvals which has not been reversed, modified or waivers from governmental authorities amended, and third persons necessary for the executionhas not been stayed, delivery and performance of the Documents and the transactions contemplated therebytime to appeal from which or to seek review or rehearing or petition for certiorari from which has expired without an appeal or application for review or rehearing having been filed, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request has become final and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel is in form full force and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000effect.