Common use of Conditions to Obligation of the Purchaser Clause in Contracts

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents); (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company or (D) affect adversely the right of the Company to own its assets and operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreements; (x) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing; (xi) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; (xii) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser may waive any condition specified in this Section 11(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 4 and 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Seller shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Seller Shares and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative Seller shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, received the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have completed the business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchaser; (ix) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to the Purchaser; (ixx) the Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xi) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxii) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida Nevada dated no earlier than 5 days prior to the Closing; (xixiii) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; (xiixiv) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature;to the Purchaser, and (xiiixv) At the Closing, other than the Seller Shares, there shall be no more than 731,522 951,000 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser may waive any condition specified in this Section 11(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser Purchasers to consummate the transactions to be performed by the Purchaser Purchasers in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser Purchasers to own the Seller Shares and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative shall have delivered to the Purchaser Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv12(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject The Purchasers shall have received an opinion of counsel customary for transactions of this type that covers, among other things, that the Seller Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities law and that the transactions contemplated hereby are being effected in compliance with state and federal securities laws; (vii) The holders of all options to Section 11(a)(xv), purchase shares of the Purchaser Company’s Common Stock shall have fully exercised their options to purchase such shares. (viii) the Purchasers shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SECSecurities and Exchange Commission, of each director of the Company and the Purchaser Purchasers shall have received, received the resignations, effective as of the Closing, of each officer of the Company. The designee(s) designees specified by the Purchaser Purchasers shall have been appointed as officers of the Company and any designee(s) designees of the Purchaser Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (viiix) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1July 31, 2008 2006 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiix) the Purchaser Purchasers shall have completed their business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchasers; (xi) the Purchasers shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to the Purchasers; (ixxii) the Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xiii) the Company shall have delivered its Articles Certificate of Incorporation and By-Lawsbylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser Purchasers the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxiv) the Company shall have delivered deliver to the Purchaser Purchasers a Certificate of Good Standing in respect of the Company issued by the Colorado Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing;closing. (xixv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC OTB Bulletin Board;; and (xiixvi) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature;to the Purchasers. (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xivxvii) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statementsstatements for the period through the Closing Date, which financials shall be utilized by the Company in the preparation of its Form 10-Q QSB for the period ending June 30July 31, 20082006, to be filed with the U.S. Securities and Exchange Commission following the Closing. The cost costs of preparation, review and filing of said Form 10-Q QSB shall be at the sole expense of the Company and payable by the CompanySellers. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company Xxxxx X. Xxxxx shall remain as an officer of the Company following the Closing until the Form 10-Q QSB has been completed and filed with the SEC U.S. Securities and such officer shall agree Exchange Commission and he agrees to execute the Form 10-Q QSB on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser Purchasers may waive any condition specified in this Section 11(a12(a) at or prior to the Closing in writing executed by the PurchaserPurchasers.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions: (ia) the representations and warranties of the Seller set forth in Sections 5 and 6 above shall Section 4 will be true and correct in all material respects (except for those representations and warranties that, by their terms, are qualified as to materiality, which representations and warranties will be true and complete in all respects) at and as of the Closing Date; (iib) the Sellers shall Seller will have performed and complied with all of his its covenants hereunder in all material respects through the ClosingClosing Date; (iiic) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are there will not aware of be any required third party consents); (iv) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement, (Bii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation, (Ciii) affect materially and adversely the right of the Purchaser following the Closing Date to own the Shares Purchased Assets or to discharge and to control perform the Company Assumed Liabilities or (Div) affect adversely materially and adversely, including through the imposition of any divestiture requirement, the right of the Company Purchaser following the Closing Date to own its assets operate the business of the Division as presently operated and operate its business as presently proposed to be operated (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect); (vd) between the date hereof and the Closing Date, there shall have been (i) no material adverse change in the Purchased Assets, the business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of the Division; (ii) no federal or state legislative or regulatory change having a material adverse effect on the operation, finances or financial prospects of Division or the Purchased Assets; and (iii) no material damage to the Purchased Assets by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; (e) the Sellers Representative shall Seller will have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vif) subject to Section 11(a)(xv), all applicable waiting periods (and any extensions thereof) under the Purchaser shall Xxxx-Xxxxx-Xxxxxx Act will have received expired or otherwise been terminated without the resignations, effective as objection of any of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointedrelevant federal authorities; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiig) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall Seller will have delivered to the Purchaser an executed counterpart of an agreement setting forth the Company’s original minute book conditions pursuant to which the Seller will act as an IWS reseller, substantially in the form of EXHIBIT E attached hereto (the "RESELLER AGREEMENT"), and all each of the other original corporate documents and agreementsAncillary Agreements to which it is a party, each such Ancillary Agreement to be in substantially the form attached as an exhibit hereto; (xh) the Company shall Seller will have made adequate provision (by sublease or other contractual arrangement) to provide the Purchaser with the use, for a period of up to twelve (12) months following the Closing Date, of a reasonable amount of office space at its Mountain View, California, facility at a monthly rate calculated as follows: (i) multiply $5.00 by the number of Division employees and (ii) multiply the resulting dollar amount by 225; (i) the Parties will have executed an agreement pursuant to which the Purchaser will lease for a period of one year the Leased Real Property at a rate of $27 per sq. ft. Such agreement will require the Seller to install, within 90 days after such agreement is executed, an access control system on the Leased Real Property, at the Purchaser's expense (which will not exceed $75,000); (j) the Seller will have received and delivered to the Purchaser a Certificate the consents of Good Standing in respect all third parties required to assign and transfer to the Purchaser those Contracts indicated on Schedule 4.7 of the Company issued by Disclosure Schedules and, to the Secretary of State extent that they may be assigned and transferred, those Permits listed on Schedule 4.15 of the State of Florida dated no earlier than 5 days prior to the ClosingDisclosure Schedules; (xi) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; (xiik) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance generally prepared in a transaction of this natureto the Purchaser; (xiiil) At the ClosingPurchaser will have entered into an agreement with Placeware, there shall be no more than 731,522 shares Common Stock Inc., enabling it to provide the Seller, with an uninterrupted supply, as of the Company issued Closing Date, of the IWS product and outstanding;services; and (xivm) Prior the Seller will have delivered to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense Purchaser a certificate of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) secretary of the Company shall remain as an officer Seller to the effect that the persons signing this Agreement and each of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and Ancillary Agreements is authorized to take such officer shall agree to execute the Form 10-Q action on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelySeller. The Purchaser may waive any condition specified in this Section 11(a) 9.1 if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.

Conditions to Obligation of the Purchaser. The obligation of the ----------------------------------------- Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions: (i) All of Seller's representations and warranties in this Agreement (considered collectively), and each of the representations and warranties set forth in Sections 5 and 6 above shall (considered individually), must be true and correct accurate in all material respects at and as of the Closing Date as if made on the Closing Date;, except for representations and warranties that speak as of a specified date, without giving effect to any supplement to the Disclosure Schedule. (ii) the Sellers Seller shall have performed and complied with all of his its covenants hereunder in all material respects through the ClosingClosing Date; (iii) the Seller and the Company and its Subsidiaries shall have procured all of the third party authorizations and consents required in order connection with the matters referred to effect the Closing in (as of the execution of this Agreement, the Company S) 3(a)(ii) and the Sellers are not aware of any required third party consents)(S) 4(c) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) (other than those listed on Schedule 4(p)) affect adversely the right of the Purchaser to own the Shares -------------- Company Stock and to control the Company and its Consolidated Affiliates, or (D) (other than those listed on Schedule 4(p)) affect adversely the -------------- right of any of the Company and its Consolidated Affiliates to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative Seller shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv(S) 6(a)(i)- (iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv)the Parties shall have entered into the Supply Commitment Agreement, the Purchaser shall have received Noncompetition Agreement, the resignationsXxxxxxxxx Occupancy Agreement, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser Wellford Exit Agreement in form and substance as set forth, respectively, in Exhibits X-0, X-0, X-0 and B-4 attached hereto and the same shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company be in full force and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointedeffect; (vii) there Purchaser shall have executed credit agreements in form and substance satisfactory to Purchaser and the lenders (the "Lenders") for not have been any occurrence------- less than an aggregate U.S. $80,000,000, eventand the Lenders shall be ready, incident, action, failure willing and able to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect fund such credit agreements on the business, assets, properties, financial condition, results of operations or prospects of the Company;Closing Date; and (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreements; (x) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing; (xi) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; (xii) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelyPurchaser. The Purchaser may waive any condition specified in this Section 11(a(S) 6(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Seller shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Seller Shares and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative Seller shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities, except for those that are being paid from the proceeds of the sale of the Seller Shares at Closing, in accordance with the Funds Flow Memo; (vi) subject to Section 11(a)(xv), the Purchaser shall have received (A) the resignationsresignation of the sole director of the Company, effective as of the Closing, or if the Company files a Schedule 14f-1 information statement, as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 such information statement with the SEC, SEC and transmittal thereof to all holders of each director record of securities of the Company who would be entitled to vote at a meeting for the election of directors (the "Effective Date") and (B) the Purchaser shall have received, the resignationsresignation, effective as of the Closing, of each the sole officer of the Company. The designee(s; (vii) the designees specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) designees of the Purchaser who may be lawfully appointed to the Board of Directors of the Company as of the Effective Date shall have been appointed; (viiviii) except for the dissolution of INEL LLC, there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1September 30, 2008 2006 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiiix) the Purchaser shall have received such pay-off letters a certificate from the President of the Company, dated as of the Closing Date, which shall certify to the truth, correctness and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in completeness of a copy of the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Company's Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary and a copy of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreementshereby; (x) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days maintained prior to the Closing; (xi) the Company shall have maintained and at and immediately after the Closing its status as a company whose Common Stock is quoted qualified for quotation on the OTC OTB Bulletin Board;; and (xiixi) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be satisfactory in form and substance generally prepared in a transaction of this nature;to the Purchaser. (xiiixii) At the Closing, there The Purchaser shall be no more than 731,522 shares Common Stock have received General Release dated as of the Company issued and outstanding; (xiv) Prior to Closing Date from the ClosingSeller, the Company shall cause to be prepared the Company’s unaudited financial statements, form of which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain is attached hereto as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. Exhibit A. The Purchaser may waive any condition specified in this Section 11(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser Purchasers to consummate the transactions to be performed by the Purchaser Purchasers in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections Section 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Seller shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser Purchasers to own the Seller Shares and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative Seller shall have delivered to the Purchaser Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv10(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject The Seller shall have converted the Note into the Seller Shares and the Seller shall have caused the Company to Section 11(a)(xvfile a current report on Form 8-K disclosing the issuance of the Seller Shares and the Seller shall have filed any reports or schedules required to be filed by the Seller under applicable federal securities laws; (vii) The Purchasers shall have received an opinion of counsel to the Seller providing that (A) all of the Seller Shares and all other outstanding shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities laws, (B) all outstanding shares of the Company's common stock (other than control shares held by affiliates of the Company) may be transferred freely pursuant to Rule 144(k), and (C) no consents or notices are required to be given under any applicable laws in connection with the Purchaser transactions contemplated by this Agreement; (viii) the Purchasers shall have received the resignationsresignation of the Company's sole director and executive officer, which resignation shall be effective as of the tenth (10th) Closing with respect to all of the executive offices held, and shall be effective as of the 10th day following the filing with the Securities and Exchange Commission and mailing to stockholders of the information statement that complies with the requirements of Rule 14f-1. Such information statement will be filed by the Company of a Schedule 14f-1 information statement with as soon as practicable following the SEC, of each director of the Company and the Purchaser Closing. The Purchasers shall have received, the resignations, effective appointed Purchasers' designees as of the Closing, of each officer officers of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers designee of the Company and any designee(s) of the Purchaser Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Closing shall have been appointed;. (viiix) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1December 31, 2008 2004 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiix) the Purchaser Purchasers shall have completed their business, accounting and legal due diligence review of the Company, and the results thereof shall be consistent with the reports filed by the Company with the Securities and Exchange Commission, which reports have already been reviewed by the Purchasers; (xi) the Purchasers shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to the Purchasers; (ixxii) the Company Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xiii) the Seller shall have delivered its Articles to the Company copies of the Company's Certificate of Incorporation and By-Lawsbylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company appointing the Purchasers designee as director and officer of the Company and authorizing this Agreement such other action as the Purchaser's may reasonably require and the transactions contemplated hereby and the Company Seller shall have delivered to the Purchaser Purchasers the Company’s 's original minute book and corporate seal and all other original corporate documents and agreements; (xxiv) the Company Seller shall have delivered deliver to the Purchaser a Certificate of Purchasers confirmation that the Company is in Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing;Nevada. (xixv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board;; and (xiixvi) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature;to the Purchasers. (xiiixvii) At at the Closing, there shall be no more than 731,522 990,100 shares of the Company's Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser Purchasers may waive any condition specified in this Section 11(a10(a) at or prior to the Closing in writing executed by the PurchaserPurchasers.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction on or prior to the Closing Date of the following conditions: (ia) the representations and warranties of the Seller set forth in Sections 5 and 6 above shall Article V will be true and correct in all material respects at on the date hereof and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); (b) the Seller will have performed or complied with in all material respects its covenants, agreements and conditions hereunder which are required to be performed or complied with on or prior to the Closing Date; (iic) the Sellers shall Seller will have performed and complied with all delivered to the Purchaser a certificate executed as of his covenants hereunder in all material respects through the ClosingClosing Date by an officer of the Seller to the effect that each of the conditions specified above are satisfied; (iiid) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are there will not aware of be any required third party consents); (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement; (e) during the period from the date hereof through the Closing Date, there will not have been any change or effect that is materially adverse to the business, operations or condition (Bfinancial or otherwise) cause of the Business or the Purchased Assets, taken as a whole, but not taking into account any of change or effect that is generally applicable to the United States economy or securities markets as a whole or to industries in which the Business operates generally, or any change or effect caused predominantly by the Purchaser's involvement in the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company or (D) affect adversely the right of the Company to own its assets and operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (vf) the Sellers Representative shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall Seller will have delivered to the Purchaser the Company’s original minute book Bill of Sale, the Deed, an executed counterpart of the Assignment and Xxxumption Agreement, an executed counterpart of the Building Lease, the Transition Services Agreement, the General Dynamics Guaranty, the Assignment of Patents and such other instruments of transfer and assignment reasonably requested by counsel to the Purchaser as will be effective to vest in the Purchaser all other original corporate documents of the Seller's right, title and agreementsinterest in and to the Purchased Assets; (xg) the Title Company shall will have delivered to the Purchaser the Title Policy (or a Certificate of Good Standing in respect of binding undertaking from the Title Company issued by the Secretary of State of the State of Florida such as a marked and down-dated no earlier than 5 days prior to the Closingcommitment or a signed and down-dated pro-forma policy); (xih) the Company shall Seller will have maintained at and immediately after delivered to the Closing its status as a company whose Common Stock is quoted Purchaser in writing all third-party consents listed on the OTC Bulletin BoardSchedule 9.1(h); (xiii) all actions to be taken by the Sellers Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditorsPurchaser; and (xvj) At all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act or prior to any Antitrust Laws will have expired or othexxxxx xxxx xxxxxxated and all other approvals, if required, will have been obtained without the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with objection of any of the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelyrelevant Governmental Entities. The Purchaser may waive any condition specified in this Section 11(a) 9.1, except for Section 9.1(j), if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser Purchasers to consummate the transactions to be performed by the Purchaser Purchasers in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser Purchasers to own the Shares Seller Shares, Seller Notes and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative shall have delivered to the Purchaser Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv12(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject The Purchasers shall have received an opinion of counsel customary for transactions of this type that covers, among other things, that the Seller Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities law, that the Seller Notes are duly enforceable obligations of the Company and will continue to Section 11(a)(xv)be so enforceable after being transferred to the Purchasers at the Closing, and that the Purchaser transactions contemplated hereby are being effected in compliance with state and federal securities laws; (vii) the Purchasers shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SECSecurities and Exchange Commission, of each director of the Company and the Purchaser Purchasers shall have received, received the resignations, effective as of the Closing, of each officer of the Company. The designee(s) designees specified by the Purchaser Purchasers shall have been appointed as officers of the Company and any designee(s) designees of the Purchaser Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (viiviii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1March 31, 2008 2006 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiiix) the Purchaser Purchasers shall have completed their business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchasers; (x) the Purchasers shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to the Purchasers; (ixxi) the Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xii) the Company shall have delivered its Articles Certificate of Incorporation and By-Lawsbylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser Purchasers the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxiii) the Company shall have delivered deliver to the Purchaser Purchasers a Certificate of Good Standing in respect of the Company issued by the Nevada Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing;closing. (xixiv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC OTB Bulletin Board;; and (xiixv) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature;to the Purchasers. (xiiixvi) At the Closing, there shall be no more than 731,522 200,000 shares Common Stock of the Company issued and outstanding;outstanding other than the Seller Shares on a pro-forma basis following the effective date of the reverse split described in Section 12(a)(xviii), below. (xivxvii) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statementsstatements for the period ended June 30, which financials 2006 and shall be utilized by have filed with the Company in U.S. Securities and Exchange Commission prior to the preparation of its Closing the Company’s Form 10-Q QSB for the period ending ended June 30, 20082006. The cost costs of preparation, review such audit and preparation and filing of said the Form 10-Q QSB shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company Xxxxx Xxxxxx shall remain as an officer of the Company following the Closing until the Form 10-Q QSB has been completed and filed with the SEC U.S. Securities and such officer shall agree Exchange Commission. Xxxxx Xxxxxx agrees to execute the Form 10-Q QSB on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and. (xvxviii) A majority of the shareholders of the Company shall have approved a reverse split of the Company’s common shares such that the total number of the Company’s common shares outstanding other than the Seller Shares (on a pro-forma basis) does not exceed 200,000 shares and the Company shall have filed with the U.S. Securities and Exchange Commission a Preliminary Information Statement with respect to such action. At or the sole option of the Purchasers, they may elect to permit the purchase of the Seller Shares and Seller Notes to close prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement filing by the Company of a Definitive Information Statement with the Purchaser for the Hokley Notesrespect to such action, the Page Debt mailing of the Definitive Information Statement to the Company’s shareholders and the Xxxxxx Debt respectivelypassage of the required time before such action is effective. The Purchaser Purchasers may waive any condition specified in this Section 11(a12(a) at or prior to the Closing in writing executed by the PurchaserPurchasers.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Purchaser at or prior to the Closing): (i) the representations and warranties set forth in Sections 4 and 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Company and Principal shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would: (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) affect adversely the right of the Purchaser to own the Principal Shares and to control the Company Company; or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Sellers Representative Company and the Principal shall have delivered to the Purchaser a certificate to the effect that that: (A) each of the conditions specified above in Section 11(a)(i)-(iv10(a)(i)-(iv) is satisfied in all respects, respects with respect to each of them; and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignationsresignation, effective as of the tenth (10th) day 10 days following the filing by of the Company of a Schedule 14f-1 information statement 14f-1, in accordance with the SECrequirements of Rule 14f-1 under the Exchange Act, of each the sole director of the Company and the Purchaser shall have received, the resignationsresignation, effective as of the Closing, of each the sole officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers officer(s) of the Company and any designee(s) designees of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1March 31, 2008 2020 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to Purchaser; (ix) Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (x) the Company shall have delivered its Articles of Incorporation and By-LawsBylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxi) the Company shall have delivered deliver to Purchaser confirmation that the Purchaser a Certificate of Company is in Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the ClosingNevada; (xixii) the Company shall have maintained at and immediately after the Closing Closing, its status as a company whose Common Stock is quoted on the OTC Bulletin BoardMarkets Group, Inc. Pink tier; (xiixiii) at the Closing, there shall be no more than 20,000,000 shares of the Common Stock and 10,000,000 shares of the Preferred Stock, and no shares of any other equity security of the Company issued and outstanding; and (xiv) all actions to be taken by Principal and/or the Sellers Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser may waive any condition specified in this Section 11(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser Purchasers to consummate the transactions to be performed by the Purchaser Purchasers in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser Purchasers to own the Seller Shares and to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative shall have delivered to the Purchaser Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv12(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser Purchasers shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, resignations of each director and officer of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) designees specified by the Purchaser Purchasers shall have been appointed as officers of the Company and any designee(s) designees of the Purchaser Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1September 30, 2008 2004 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser Purchasers shall have received such pay-off letters completed their business, accounting and releases relating legal due diligence review of the Company, and the results thereof shall be satisfactory to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit EPurchasers; (ix) the Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (x) the Company shall have delivered its Articles Certificate of Incorporation and By-Lawsbylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser Purchasers the Company’s 's original minute book and corporate seal and all other original corporate documents and agreements; (xxi) the Company shall have delivered deliver to the Purchaser Purchasers a Certificate of Good Standing in respect of the Company issued by the Delaware Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing;closing. (xixii) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC OTB Bulletin Board;; and (xiixiii) all actions to be taken by the Sellers Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At to the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding;Purchasers. (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited 's audited financial statementsstatements for the fiscal year ended December 31, which financials 2004 and shall be utilized by have filed with the Company in U.S. Securities and Exchange Commission prior to the preparation of its Closing the Company's Form 10-Q KSB for the period ending June 30ended December 31, 20082004. The cost costs of preparation, review such audit and preparation and filing of said the Form 10-Q KSB shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(sChristopher Kern ("Kern") of the Company shall remain as an officer of the Company following the Closing until the Xxxxxxx xxxxx xhe Form 10-Q KSB has been completed and filed with the SEC U.S. Securities and such officer shall agree Exchange Commission. Kern agrees to execute the Form 10-Q KSB on behalf of the CompanyXxxxany, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelyaudit. The Purchaser Purchasers may waive any condition specified in this Section 11(a12(a) at or prior to the Closing in writing executed by the PurchaserPurchasers.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 Section 3 and 6 Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required specified in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Section 5(b) above; (iviii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and or to control the Company Company, or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Sellers Representative shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv7(a)(i)-(iii) is satisfied in all respects, ; (v) Darrell Lerner shall have executed and (B) as of delivered the Closing, Consulting Xxxxxxxxx xx in form and substance satisfactory to the Company has no LiabilitiesPurchaser; (vi) subject The Sellers shall have delivered to Section 11(a)(xv), the Purchaser shall have received the resignationsan agreement and release executed by Darrell Lerner and International Global Communications, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer Inc. fox xxx xxxxxxxxion of the Company. The designee(s) specified 's sublease arrangement at 142 Mineola Avenue, Roslyn Heights, New York, along with any sexxxxxx xxxxxxx xx xxx Xxxxxxx xxxx by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed Darrell Lerner and/or International Global Communications, Inc. xxxx xxxxxxx to the Board of Directors of the Company shall have been appointed;such sublease. (vii) there the Sellers shall not have been delivered to the Purchaser the written resignation of each current officer, director (subject to any occurrenceapplicable filings under the Securities and Exchange Act of 1934, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects as amended) and employee of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreements; (x) the Company Sellers shall have delivered to the Purchaser a Certificate of Good Standing in respect written consent of the Company issued by the Secretary of State sole director of the State Company, dated as of Florida dated no earlier than 5 days prior the Closing Date, which consent shall appoint Mr. Li Kin Shin as the President of the Company; (xx) xxe Xxxxxxxer shall have received from counsel to the ClosingSellers an opinion in form and substance satisfactory to Purchaser, addressed to the Purchaser, and dated as of the Closing Date; (x) the Purchaser shall have received executed purchase agreements from each of the selling securityholders listed on the Amendment No. 8 to Form SB-2 (Registration No. 333-100803) in form and substance satisfactory to the Purchaser along with originally issued stock certificates evidencing the shares of the Company's common stock being purchased; (xi) the Company Purchaser shall have maintained at received executed purchase agreements from each of Barry Manko and immediately after Grushko & Mittman, P.C. to purchase an aggregatx xx 000,000 shares of the Closing its status as a company whose Common Stock is quoted on Company's common stock (representing the OTC Bulletin Boardentire equity holdings in the Company of such holders) along with originally issued stock certificates evidencing the shares of the Company's common stock being purchased; (xii) the Purchaser shall have received originals of all previous issued and redeemed share certificates and warrants issued by the Company, all marked "cancelled"; and (x) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelyPurchaser. The Purchaser may waive any condition specified in this Section 11(a7(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by the Purchaser at or prior to the Closing): (i) the representations and warranties set forth in Sections 4 and 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Company and Principal shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would: (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) affect adversely the right of the Purchaser to own the Principal Shares and to control the Company Company; or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Sellers Representative Company and the Principal shall have delivered to the Purchaser a certificate to the effect that that: (A) each of the conditions specified above in Section 11(a)(i)-(iv10(a)(i)-(iv) is satisfied in all respects, respects with respect to each of them; and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignationsresignation, effective as of the Closing, of each the sole director and officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers officer(s) of the Company and any designee(s) designees of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1December 31, 2008 2015 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to Purchaser; (ix) Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (x) the Company shall have delivered its Articles Certificate of Incorporation and By-LawsBylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxi) the Company shall have delivered deliver to Purchaser confirmation that the Purchaser a Certificate of Company is in Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the ClosingNevada; (xixii) the Company shall have maintained at and immediately after the Closing Closing, its status as a company whose Common Stock is quoted on the OTC Bulletin BoardOTCQB; (xiixiii) at the Closing, there shall be no more than 8,108,500 shares of the Common Stock and no shares of any other equity security of the Company issued and outstanding; and (xiv) all actions to be taken by Principal and/or the Sellers Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. The Purchaser may waive any condition specified in this Section 11(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation obligations of ----------------------------------------- the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions: (iA) the representations and warranties set forth in Sections 5 and 6 above Section 4 --------- hereof shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Sellers Seller and Members shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iiiC) the Company Seller shall have procured all of the third party consents required specified in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents);Section 6 above; --------- (ivD) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) affect adversely the right of the Purchaser to own the Shares and to own, operate, or control the Company or (D) affect adversely the right of the Company to own its assets and operate its business Assets (and no such injunction, judgment, order, order decree, rulingstipulation, injunction, or charge shall be in effect);): (vE) the Sellers Representative Seller shall have delivered to the Purchaser a certificate (without qualification as to knowledge or materiality or otherwise except for Section 7.1(d) above) to the effect that (A) each of the conditions -------------- specified above in Section 11(a)(i)-(ivSections 7.1 (a), (b) and (d) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities;; ---------------- --- --- (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viiiF) the Purchaser shall have received such pay-off letters all other authorizations, consents, and releases relating to Liabilities including but not limited to those Liabilities approvals of governments and governmental agencies set forth on Exhibits B and C in this Agreement; (to be delivered subject to Section 11(a)(v)(BG) and Section 6(f)) as they the Purchaser shall have requested and such pay-off letters shall received from Xxxxx Xxxxxxx an executed Employment Agreement in substantially be in the form and substance set forth on Exhibit E;attached hereto as Attachment 7.1(g); ----------------- (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreements; (x) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the Closing; (xi) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; (xiiH) all actions and approvals to be taken by the Sellers Seller or Members in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this natureto the Purchaser; (xiiiI) At the Purchaser shall have received from Xxxx, Xxxxx & Xxxxxx, P.C., counsel for the Seller, an opinion addressed to Purchaser dated the date of the Closing, there and in form and substance attached hereto as Attachment 7.1(i); ----------------- (J) the Purchaser shall be no more than 731,522 shares Common Stock have obtained the approval of its Board of Directors and lenders for the Company issued and outstandingtransactions contemplated by this Agreement; (xivK) Prior the Purchaser shall have obtained a satisfactory three-year lease for the Atlanta facility from the Seller on terms which would have no adverse effect on the operations of the Purchaser or the current expense level of the Business (such monthly rent to be initially equivalent to the Closingmonthly depreciation rate on such facility); (L) the Purchaser shall have received from the Seller its reviewed financial statements (balance sheets and income statements for fiscal years 1993, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q 1994 and 1995) and federal income tax returns for the same period ending June 30, 2008. The cost of preparation, review that have been prepared and/or filed; and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q [******Certain information on this page has been completed omitted and filed separately with the SEC Securities and such officer shall agree Exchange Commission. Confidential treatment has been requested with respect to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; andomitted portions.] (xvM) At or prior to the Closing, Hokley, Page and Xxxxxx Purchaser shall have separately executed an Assignment Agreement with received evidence that the Purchaser for Seller will change its name to one without the Hokley Notes, the Page Debt and the Xxxxxx Debt respectively. name "ATS-Atlanta One." The Purchaser may waive any condition specified in this Section 11(a) 7 if it --------- executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 4 and 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers Company and Principal shall have performed and complied with all of his their covenants hereunder in all material respects through the Closing; (iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would: (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) affect adversely the right of the Purchaser to own the Principal Shares and to control the Company Company; or (D) affect adversely the right of the Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Sellers Representative Company and the Principal shall have delivered to the Purchaser a certificate to the effect that that: (A) each of the conditions specified above in Section 11(a)(i)-(iv10(a)(i)-(iv) is satisfied in all respects, respects with respect to each of them; and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignationsresignation, effective as of the Closing, of each the sole director and officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers officer(s) of the Company and any designee(s) designees of the Purchaser who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1August 31, 2008 2007 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit Esatisfactory to Purchaser; (ix) Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (x) the Company shall have delivered its Articles Certificate of Incorporation and By-LawsBylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xxi) the Company shall have delivered deliver to Purchaser confirmation that the Purchaser a Certificate of Company is in Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 days prior to the ClosingNevada; (xixii) the Company shall have maintained at and immediately after the Closing Closing, its status as a company whose Common Stock is quoted on the OTC OTB Bulletin Board; (xiixiii) all actions to be taken by the Sellers Principal in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this natureto Purchaser; (xiiixiv) At at the Closing, there shall be no more than 731,522 4,625,000 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required outstanding other than shares that are issued in connection with the review thereof by the Company’s auditorsShare Exchange; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx Purchaser shall have separately executed received an Assignment Agreement opinion of counsel customary for transactions of this type that covers, among other things, that the Principal Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities law, and that the Purchaser for the Hokley Notes, the Page Debt transactions contemplated hereby are being effected in compliance with state and the Xxxxxx Debt respectivelyfederal securities laws. The Purchaser may waive any condition specified in this Section 11(a10(a) at or prior to the Closing in writing executed by the Purchaser.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser it in connection with the Closing are is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 5 Section 3(a) and 6 Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (iii) the Company Sellers shall have procured caused the Association to procure all of the third party consents required specified in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents)Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company Association, or (D) affect adversely the right of the Company Association to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers Representative and the Group shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv7(a)(i) (iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SECClosing, of each director and officer of the Company and Association other than those whom the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (viii) the Purchaser shall have received such pay-off letters and releases relating to Liabilities including but not limited to those Liabilities set forth on Exhibits B and C (to be delivered subject to Section 11(a)(v)(B) and Section 6(f)) as they shall have requested and such pay-off letters shall substantially be in the form and substance set forth on Exhibit E; (ix) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and all other original corporate documents and agreements; (x) the Company shall have delivered to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Secretary of State of the State of Florida dated no earlier than 5 writing at least five business days prior to the Closing; (vii) the Purchaser shall have received from Cohen, Chase, Hoffman & Trautman, P.A., counsel to the Sellers and txx Xxxxciatxxx, xx opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be in form and substance reasonably acceptable to the Purchaser and its counsel; (viii) the Group shall have executed and delivered the Service Agreement to the Purchaser; (ix) the President of the Association shall have executed and delivered to Baker, Donelson, Bearman & Caldwell, a professional corporation, and any state hexxxxxxxx counsel engaged to render the opinion described in subparagraph (x) below, the Certificate of Fact in substantially the form set forth as Exhibit 7(a)(ix) hereto (x) the Purchaser shall have received an opinion from Florida counsel reasonably satisfactory to the Purchaser that the Service Agreement is the legal, valid and binding obligation of the Group, enforceable according to its terms (subject to standard bankruptcy, insolvency and principles of equity exceptions) and that the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the state of Florida; (xi) the Company Purchaser shall have maintained at received an opinion from Baker, Donelson, Bearman & Caldwell that the performance of the Service Agreement xx xxx Purchaser and immediately after the Closing its status as a company whose Common Stock is quoted on Group will not violate any statute, regulation, official interpretation, order, decree or other law of the OTC Bulletin BoardUnited States of America; (xii) each Seller shall have executed an employment contract with the Group in substantially the form required by the Service Agreement; and (xiii) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinionsopinion, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance generally prepared in a transaction of this nature; (xiii) At the Closing, there shall be no more than 731,522 shares Common Stock of the Company issued and outstanding; (xiv) Prior to the Closing, the Company shall cause to be prepared the Company’s unaudited financial statements, which financials shall be utilized by the Company in the preparation of its Form 10-Q for the period ending June 30, 2008. The cost of preparation, review and filing of said Form 10-Q shall be at the sole expense of the Company and payable by the Company. If at the Closing, the Form 10-Q has not been filed by the Company, the applicable officer(s) of the Company shall remain as an officer of the Company following the Closing until the Form 10-Q has been completed and filed with the SEC and such officer shall agree to execute the Form 10-Q on behalf of the Company, together with all SOX certifications required to be submitted therewith and any management representation letters required in connection with the review thereof by the Company’s auditors; and (xv) At or prior to the Closing, Hokley, Page and Xxxxxx shall have separately executed an Assignment Agreement with the Purchaser for the Hokley Notes, the Page Debt and the Xxxxxx Debt respectivelyPurchaser. The Purchaser may waive any condition specified in this Section 11(a7(a) if it executes a writing so stating at or prior to the Closing in writing executed by the PurchaserClosing.