Common use of Conduct of the Business Clause in Contracts

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Company is a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange. From and after the Balance Sheet Date June 30, 2008 until the Closing Date: (ai) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (bii) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (ciii) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (div) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (ev) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fvi) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (gvii) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hviii) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its businesstheir businesses; (iix) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (jx) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (kxi) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (lxii) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (mxiii) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in Except as set forth on SCHEDULE 3.28, since December 31, 1999, the Company’s SEC reports. From and after the Balance Sheet Date until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of conducted its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) only in the ordinary course of business consistent with past custom and which could notpractice, on and has incurred no liabilities or obligations whatsoever other than in the date ordinary course of such sale, disposition, creation or permission, be reasonably foreseen to have a business consistent with past custom and practice and there has been no material adverse effect change in the assets, condition (financial or otherwise), results of operations, employee or customer relations, business activities or business prospects of the Company, nor does the Company or the Shareholders know of any such change which is threatened, nor has there been any damage, destruction or loss materially adversely affecting any of the assets, or the business condition (yfinancial or otherwise), results of operations, prospects or activities of the Company, whether or not covered by insurance. Without limitation of the foregoing and except as set forth on SCHEDULE 3.28, since December 31, 1999, the Company has not: (a) as voluntarily or involuntarily sold, transferred, abandoned, surrendered, subjected to a Lien or otherwise permitted disposed of any material assets or property rights except in the ordinary course of business consistent with past custom or practice; (b) changed any accounting principles, methods or practices utilized by this Agreementit or changed any of its depreciation rates or amortization policies or rates; (c) made any loan or advance to any party in excess of $5,000; (d) issued, redeemed or purchased any stock, bond or corporate security or declared or made any payment or distribution on or with respect to its capital stock; (e) incurred debt, liabilities, or obligations of any nature whether accrued, absolute, contingent, direct, indirect, perfected or otherwise and whether due or to become due except current liabilities incurred and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (f) increased the compensation payable to any of its officers, employees or agents; (g) The Company has kept true, complete and correct books paid any amounts to or for the benefit of records and accounts with respect to its business, in which entries will be made any of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the CompanyShareholders or; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction withmaterial transaction, or committed to any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effectforegoing.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date December 7, 2005 until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (dc) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effecteffect on the business of the Company; (ed) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fe) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (gf) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hg) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (ih) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (ji) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (kj) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (lk) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (ml) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effecteffect on the business of the Company.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date December 31, 2009 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date January 1, 2004 until the Closing Date:. (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any sale or pledge of accounts receivable; (l) Except for normal annual increases resulting from the application of existing formulae under existing plans, agreements or policies relating to non-officer/director, employee compensation, and except as set forth in this Agreement and in the Disclosure Schedule, there has not been any material increase in the rate of compensation payable or to become payable to employees in the aggregate, or any increase in the amounts paid or payable to the Company's officers or directors, or payable to such officers, directors or employees in the aggregate under any bonus, insurance, pension or other benefit plan, or any arrangements therefor made for or with any of said officers or employees; (m) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (ln) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (mo) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Except as set forth in the Company’s SEC reports. From Disclosure Schedule, from and after the Balance Sheet Date January 1, 2004 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared continued to past operations of be operated in the usual and ordinary manner in which its business, are unusual or extraordinary or outside business has been conducted in the scope of the normal course of routine operationspast; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business, regular wear and tear excepted; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fe) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect consistent with past practice or (y) as otherwise permitted by this Agreement; (gf) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hg) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (ih) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (ji) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (j) The Company has not made any sale or pledge of accounts receivable; (k) Except for normal annual increases resulting from the application of existing formulae under existing plans, agreements or policies relating to non-officer/director, employee compensation, and except as set forth in this Agreement and in the Disclosure Schedule, there has not been any material increase in the rate of compensation payable or to become payable to employees in the aggregate, or any increase in the amounts paid or payable to the Company's officers or directors, or payable to such officers, directors or employees in the aggregate under any bonus, insurance, pension or other benefit plan, or any arrangements therefore made for or with any of said officers or employees; (l) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (lm) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of businessbusiness and consistent with past practice; and (mn) There To the best of the Company's knowledge, there has not been any other occurrence, event, and incident, and action, failure to act or transaction outside the ordinary course of business that would have cause a material adverse effectMaterial Adverse Effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date December 31, 2004 until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From To and after the Balance Sheet Date until including the Closing Date:, (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope each of the normal course Company and the Subsidiaries will conduct its business only in, and neither the Company nor any Subsidiary will take any action except in, the Ordinary Course of routine operationsBusiness and in accordance with applicable Law; (b) The neither the Company has kept nor any Subsidiary will amend or modify any Material Contract or enter into any Contract that would have been a Material Contract if such Contract had been in a normal state effect on the date of repair and operating efficiency all tangible personal property used this Agreement except that the Company may enter into Contracts with vendors or customers in the operation Ordinary Course of its businessBusiness; (c) The each of the Company has used and the Subsidiaries will (i) use its best efforts to preserve its business organization and goodwill, keep available the services of its officers, employees and consultants and maintain the good will associated satisfactory relationships with its businessvendors, customers and the existing others having business relationships with its agentsit, customers(ii), lessorssubject to applicable Laws, key employeesconfer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations as requested by Buyer and (iii) not take any action that would render, suppliers or that reasonably may be expected to render, any representation or warranty made by the Company in this Agreement untrue at the Closing as though then made and other persons having relations with itas though the Closing Date had been substituted for the date of this Agreement in such representation or warranty, including any actions referred to in Section 3.9; (d) The except with the consent of Buyer or in the Ordinary Course of Business, neither the Company has not entered into nor any contractSubsidiary will use extraordinary selling efforts that would have the effect of accelerating sales prior to the time reasonably expected, agreement through offering of discounts, shipment of goods prior to anticipated shipping dates or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effectotherwise; (e) The the Company has will not made(i) make or rescind any express or deemed election or take any other discretionary position relating to Taxes, (ii) amend any Return, (iii) settle or agreed compromise any Litigation relating to make, Taxes or (iv) change any acquisition of stock its methods of reporting income or assets of, deductions for federal or made loans to, any person not state income Tax purposes from those employed in the ordinary course preparation of businessthe last filed federal or state income Tax Returns; (f) The the Company has will not sold or disposed change any of any assets or created or permitted to exist any encumbrance on its assets except (x) methods of accounting in the ordinary course of business and which could not, effect on the date of such salethe Latest Balance Sheet Date, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted other than changes required by this Agreement;GAAP; and (g) The neither the Company has kept true, complete and correct books of records and accounts with respect to nor any Subsidiary will cancel or terminate its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid insurance policies or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of allow any dividend or other distribution in respect of any Shares or any other securities of the Company (whether coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in cash or in kind)full force and effect; (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date September 30, 2008 until the Closing Date: (a) The Company Seller has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Seller has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company Seller has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company Seller has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company Seller has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company Seller has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company Seller has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company Seller has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the CompanySeller; (h) The Company Seller has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company Seller (whether in cash or in kind); (j) The Company Seller has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company Seller has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date date of this Agreement until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (dc) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effecteffect on the business of the Company; (ed) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fe) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (gf) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hg) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (ih) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (ji) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (kj) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (lk) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (ml) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effecteffect on the business of the Company.

Conduct of the Business. The Company is not a “shell” company. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date June 30, 2009 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date inception until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement Agreement to do so; (k) The Company has not made any sale or pledge of accounts receivable; (l) Except for normal annual increases resulting from the application of existing formulae under existing plans, agreements or policies relating to non-officer/director, employee compensation, and except as set forth in this Agreement and in the Disclosure Schedule, there has not been any material increase in the rate of compensation payable or to become payable to employees in the aggregate, or any increase in the amounts paid or payable to the Company's officers or directors, or payable to such officers, directors or employees in the aggregate under any bonus, insurance, pension or other benefit plan, or any arrangements therefore made for or with any of said officers or employees; (m) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (ln) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (mo) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Company is not a “shell” company as defined in Rule 12b-2 of the Company’s SEC reportsSecurities Exchange Act of 1934, as amended. From and after the Balance Sheet Date June 30, 2009 until the Closing Date: (ai) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (bii) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (ciii) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (div) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (ev) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fvi) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (gvii) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hviii) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its businesstheir businesses; (iix) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (jx) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (kxi) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (lxii) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (mxiii) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date November 30, 2004 until the Closing Date, except for the 1 for 1,000 reverse split and the conversion of all of the Company's indebtedness into common stock: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date September 30, 2010 until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date September 30, 2006 until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments whichGroup covenants to Parent that, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on from the date on which such contract or agreement was entered intohereof to the Effective Time, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in Group will conduct the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) Business and use the Business Assets only in the ordinary course of business and which could notconsistent with past practice. Without limiting the generality of the foregoing, each member of Company Group covenants to Parent that it will: (a) preserve the business and sales organization of Company Group intact, keep available the services of the present officers and directors of each member of Company Group and preserve intact their relationship and goodwill with respective suppliers, customers, employees, creditors and others having business or other dealings with the Business; (b) maintain the books of account and records of Company in its usual, regular and ordinary manner, consistent with its past practice; (c) maintain all Business Intellectual Property in the same standing as exists on the date hereof and continue the prosecution of all applications therefore; (d) timely perform and comply with, in all material respects, the provisions of all contracts, commitments or other obligations relating to or affecting the Business Assets, the Shares or the Business; (e) maintain and keep the Business Assets in at least as good condition and repair, ordinary wear and tear excepted, as the condition and repair of the Business Assets as of the date hereof, (f) pay when due all Taxes imposed on it or its income, profit or assets or otherwise required to be paid by it, and pay when due any liability or charge which, if unpaid, might become a lien or charge upon any of the Business Assets or the Shares, except to the extent any such saleTax, disposition, creation liability or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreementcharge is being contested in good faith through appropriate proceedings; (g) The Company has kept true, complete maintain in full force and correct books of records effect and accounts with respect to its businesscomply with, in which entries will be made of all transactions on a basis consistent with past practices material respects, all Governmental Permits, certificates, licenses, approvals and authorizations required under all laws in accordance connection with the tax method of accounting consistently applied by Business, and comply with all laws, rules and regulations applicable to the CompanyBusiness; (h) The confer on a regular and frequent basis with one or more representatives of Parent to report operational matters of materiality and the general status of ongoing operations; (i) duly comply in all material respects with all applicable laws, regulations and orders and shall not take or omit to take any action that would cause a default under or material breach of any Contract, commitment or obligation of any member of Company has paid current liabilities Group; (j) maintain with adequately capitalized insurance companies insurance coverage for its assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (k) not enter into or amend any employment (excluding any changes to salaries of less than five percent), severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any Business Employee; (l) not increase or decrease the aggregate number of the Business Employees and when they became due and have paid consultants by more than 5% without the prior written permission of Parent; (m) not enter into any agreement with a supplier providing for delivery to any member of Company Group of materials in amounts in excess of those which such member of Company Group, using sound business judgment, reasonably projects to be used during the next calendar quarter; (n) not incur or incurred no fees and expenses agree to incur any Indebtedness; (o) not incur or agree to incur any liability or obligation or enter into any agreement or transaction, except in the ordinary course of its businessbusiness consistent with past practice, on substantially the same or more favorable terms; (ip) There has been no declarationnot mortgage, setting aside pledge, sell, lease, distribute, dispose of or payment otherwise encumber or convey any interest in any asset or property of any dividend member of Company Group; (q) not adopt or modify or pay any bonus, pension, profit sharing or other distribution in respect compensation plan, other than budgeted increases for Business Employees or enter into or modify any contract or terms and conditions of any Shares or any employment other securities of the Company (whether in cash or in kindthan as set forth on Schedule 5.6(q); (jr) The Company has not redeemeddeclare or pay any dividends or distribute cash or securities to its shareholders, repurchasedmake any direct or indirect redemption, purchase or otherwise acquired other acquisition of any of its securities capital structure issue any Options or entered into issue any agreement additional shares of its capital stock, including without limitation, any change in authorized, issued or outstanding capital stock or any issuance, subdivision or reclassification of any shares of capital stock, except for shares of Common Stock of Company issued pursuant to do soexercise or conversion of Options; (ks) The not amend the certificate or articles of incorporation, bylaws, operating agreement or other organizational document of any member of Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employeesGroup; (lt) The Company has not made or pledged to make any charitable capital expenditures in excess of $10,000; (u) not waive, release or other capital contribution outside the ordinary course of businesstransfer any right greater than $10,000 in aggregate value; (v) not pay, compromise or settle any claim, action, suit or proceeding; and (mw) There has not been take any other occurrenceaction (i) which would result in a Material Adverse Effect with respect to any member of Company Group, event, incident, action, failure the Business Assets or the Shares or (ii) which if taken prior to act the date hereof would constitute a breach of any representation or transaction outside the ordinary course of business that would have a material adverse effectwarranty contained in this Agreement.

Conduct of the Business. The Company’s business operations are properly disclosed Company is not a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange. From and after the Balance Sheet Date June 30, 2009 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (c) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its businesstheir businesses; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in Shareholders covenant and agree with the Company’s SEC reports. From Buyer and Weatxxxxxxx xxxt from and after the Balance Sheet Date date hereof until the Closing DateClosing, except as expressly authorized by this Agreement or as expressly consented to in writing by the Buyer, the Shareholders shall, and shall cause the Company to: (a) The operate the Company has not made any expenditures or entered into any commitments whichonly in the usual, when compared regular and ordinary manner with a view to past operations maintaining the goodwill that the Company now enjoys and, to the extent consistent with such operation, will use all reasonable efforts to preserve intact its present business organization, keep available the services of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair employees and operating efficiency all tangible personal property used in the operation of preserve its business; (c) The Company has used its best efforts to maintain the good will associated relationship with its business, and the existing business relationships with its agents, customers, lessorssuppliers, key employeesjobbers, suppliers distributors and other persons Persons having business relations with it; (b) use all reasonable efforts to maintain the assets of the Company in a state of repair, order and condition consistent with its usual practice; (c) maintain the books of account and records relating to the Company in the usual, regular and ordinary manner, in accordance with the usual accounting practices of the Company applied on a consistent basis and not increase the carrying value of any assets above their historical costs; (d) The comply in all respects with all statutes, laws, orders and regulations applicable to the Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, and to the performance, violation, relinquishment or release conduct of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effectCompany; (e) The not sell, assign, transfer, lease or otherwise dispose of any assets of the Company has except for dispositions of the inventories of the Company for value in the usual and ordinary course of business; (f) not madeenter into any new agreements, commitments, or agreed contracts concerning the Company's assets other than in the usual and ordinary course of business; (g) not move Company assets to makea new geographic location other than in the usual and ordinary course of business; (h) preserve and maintain all rights that the Company now enjoys in and to the Intellectual Property and not sell, assign, transfer, lease or otherwise dispose of any acquisition Intellectual Property other than to the Buyer pursuant to the terms of stock this Agreement; (i) not mortgage, pledge or otherwise create a security interest or permit there to be created or exist any Liens on the assets ofof the Company; (j) not incur any obligation for borrowed money or purchase money indebtedness whether or not evidenced by a note, bond, debenture or made loans tosimilar instrument, any person not except in the ordinary course of business; (fk) The not enter into any contract, commitment or lease in relation to the Company has not sold or disposed that is out of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date Company or that is with an Affiliate of such sale, disposition, creation the Company or permission, be reasonably foreseen to have that would bind the Buyer under a material adverse effect contract or (y) as otherwise permitted by this Agreementother obligation with the Company or any of its Affiliates; (gl) The not amend or modify any of the contracts or agreements disclosed in Section 2.5(a) of the Disclosure Schedule; (m) not consent to the termination of any of the contracts and agreements disclosed in Section 2.5(a) of the Disclosure Schedule or waive any of the rights of the Company has kept true, complete and correct books of records and accounts with respect thereto; (n) not permit any insurance policy naming any of the Shareholders or the Company as a beneficiary or a loss payee relating to its businessthe Company to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect; (o) pay when due all accounts payable, all payments required by any of the contracts and agreements set forth in Section 2.5(a) of the Disclosure Schedule, and all Taxes other than Taxes that are being contested in good faith and for which entries will be made adequate reserves exist in the Financial Statements and that would not result in a Lien being imposed on any assets of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hp) The not make any Tax elections that would affect the Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course change any method of its businessaccounting or application of any principles under GAAP; (iq) There has been no declarationexcept as set forth in Section 2.8(c) of the Disclosure Schedule, setting aside or payment not change the terms of employment of any officer or senior employee or increase the compensation or rate of compensation or commissions or bonuses payable by the Company to any of its employees that is not consistent with past practice; (r) not declare or pay any dividend on or make any other distribution in respect of any Shares or any other securities shares of capital stock of the Company (whether in cash or in kind)purchase, redeem or otherwise acquire any of such shares; (js) The Company has not redeemedauthorize or issue, repurchasedsell, pledge, dispose of or otherwise acquired encumber any shares of its securities or entered into any agreement to do socapital stock of the Company; (kt) The Company has not made grant any loan to, stock options or entered into any other transaction with, any rights to acquire capital stock of its directors, officers, and employeesthe Company; (lu) The not amend or otherwise modify the Articles of Incorporation or by-laws of the Company; (v) not amend any Company has Benefit Plan except as required by law or this Agreement; and (w) promptly notify the Buyer in writing if the Shareholders become aware of any change that shall have occurred or that to the best knowledge of the Shareholders shall have been threatened (or any development that shall have occurred or that shall have been threatened involving a prospective change) in the Company that would reasonably be expected to have an adverse effect whether or not made or pledged to make any charitable or other capital contribution outside occurring in the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in From the Company’s SEC reports. From and after the Balance Sheet Agreement Date until to the Closing Dateor the earlier termination of this Agreement: 5.14.1 Seller shall use (and the Owner shall cause Seller to use) its reasonable best efforts to (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of conduct its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; , (b) keep intact its respective business, (c) keep available the services of its current employees and Independent Contractors, (d) maintain in effect all of its material Authorizations, (e) preserve its relationships with customers, suppliers, licensors, licensees, distributors and others with whom it deals, (e) maintain the Tangible Assets in the same condition as the Agreement Date (subject to ordinary wear and tear) and (f) The Company has perform the actions set forth on Schedule 5. 16.1. Seller shall use (and the Owner shall cause Seller to use) its reasonable best efforts to not sold take any action that would, or disposed that could reasonably be expected to, result in any of the conditions set forth in Section 6.2 not being satisfied. 5.14.2 Without limiting the generality of the foregoing, except as set forth on Schedule 5.16.2, Seller shall not (and the Owner shall cause Seller to not), without the prior written consent of Buyer (a) take any assets action or created fail to take any action which, if such action had been taken or permitted not been taken, from December 31, 2023 until the Agreement Date would be required to exist be set forth on Schedule 3.9, (b) enter into, modify, amend or terminate any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declarationMaterial Contract, setting aside (ii) Contract with an existing or payment new customer, or (iii) any Contract that, if entered into on or prior to the Agreement Date would have constituted a Material Contract hereunder, (c) liquidate (completely or partially), dissolve, restructure, recapitalize or effect any other reorganization or similar transaction, or adopt any plan or resolution providing for any of the foregoing, (d) incur, assume, endorse, guarantee or otherwise become liable for or modify in any respect the terms of any dividend Indebtedness (other than items (l), (o) and (q)) or issue or sell any debt securities or calls, options, warrants or other distribution in respect of rights to acquire any Shares debt securities, (e) make any loans, advances or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan capital contributions to, or entered investments in, any other Person or (f) enter into any Contract or amendment to any Contract that would require any Consent or notice under or result in a violation or breach of the terms if the transactions contemplated hereby were consummated. 5.14.3 Each Party shall promptly notify the other transaction withParties in writing of: (a) any event, condition, fact or circumstance that occurs or arises after the Agreement Date and that would cause or constitute a breach of or an inaccuracy in any material respect in any representation or warranty made by such Party in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (b) any material breach of any covenant or obligation of such Party; or (c) any event, condition, fact or circumstance that would make the timely satisfaction of any of its directorsthe conditions set forth in Section 6 impossible or unlikely. 5.14.4 In connection with the continuing operation of the business of Seller, officers, Seller and employees; (l) The Company has not made or pledged the Owner shall use reasonable efforts to make any charitable or other capital contribution outside report material operational developments and the ordinary course general status of business; and (m) There has not been any other occurrence, event, incident, action, failure ongoing operations and results of operations to act or transaction outside the ordinary course Representatives of business that would have a material adverse effectBuyer.

Conduct of the Business. The Company’s business operations are properly disclosed Company is a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange. From and after the Balance Sheet Date June 30, 2008 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (c) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its businesstheir businesses; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Company is not a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange Act. From and after the Balance Sheet Date June 30, 2009 until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (c) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its businesstheir businesses; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Company is a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange. From and after the Balance Sheet Date June 30, 2008 until the Closing Closing(s) Date: (a) : The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) ; The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) their businesses; The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) them; The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) ; The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) ; The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) ; The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) ; The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business; (i) their businesses; There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) ; The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (k) ; The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (l) ; The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) and There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date June 30, 1997 and until the Closing DateEffective Time: (a) The the Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past; during such period, except as set forth on Disclosure Schedule 4.11, the Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, business are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The the Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The the Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employeesemployees and consultants, suppliers and other persons Persons having relations with it; (d) The the Company has not entered into any contract, agreement or actiontransaction, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, reasonably be reasonably foreseen expected to have a material adverse effectMaterial Adverse Effect; (e) The the Company has not madesold, leased, licensed or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or otherwise disposed of any assets or created or permitted to exist any lien, restriction or other encumbrance on its assets except (x) in the Company's ordinary course of business consistent with its past practice and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect Material Adverse Effect or (y) as otherwise permitted by this Agreement; (f) the Company has notified Parent in writing of any Material Adverse Effect; (g) The the Company has kept true, complete and correct books and records of records account ("Books and accounts Records") with respect to its business, in which entries will be have made of all transactions up to the Effective Time in the Company's ordinary course of business on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the CompanyGAAP; (h) The the Company has paid current liabilities as and when they became due and have has paid or incurred no only those fees and expenses not in the ordinary course of its businessbusiness approved in writing or ratified in writing by Parent, (including, without limitation, statements of fees for legal and accounting services, only on a time basis at regular hourly rates). Except as set forth in Disclosure Schedule 4.11, no such fees have been paid or incurred in respect of services performed in connection with the negotiation, preparation or execution of any documents, instruments, Exhibits, Disclosure Schedules, Schedules or any other matter relating to the transactions contemplated hereby; (i) There there has been no declaration, setting aside or payment of any dividend or other distribution (whether in assets, stock, cash, property or otherwise) in respect of any Shares or any other securities capital stock of the Company (whether other than customary and reasonable salaries, in cash or in kind)the ordinary course of business consistent with past practice; (j) The the Company has not redeemed, repurchased, or otherwise acquired any of its capital stock or securities convertible into or exchangeable for its capital stock or entered into any agreement to do so; (k) The the Company has not made any loan to, or entered into any other transaction with, any sale of its directors, officers, and employees;Accounts Receivable; and (l) The Company except as set forth in Disclosure Schedule 4.11 and except for normal annual increases or increases resulting from the application of existing formulae under existing plans, agreements or policies relating to employee compensation, there has not made neither been any material increase in the rate of compensation payable or pledged to make become payable to the Company's officers, employees or consultants in the aggregate or any charitable material increase in the amounts paid or payable to such officers, consultants or employees in the aggregate under any bonus, insurance, pension, Employment Agreement or other capital contribution benefit plan or any arrangements therefor made for or with any of said officers, consultants or employees nor any payment of a bonus to an officer, employee or consultant outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the Company's ordinary course of business that would have a material adverse effectconsistent with past practice.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date September 30, 2010 until the Closing Date: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will goodwill associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreementassets; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be have been made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business or that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Except as set forth in Section 4.8 of the Company Disclosure Schedule, from December 31, 2006 to the date hereof, the Business has been conducted in the Company’s SEC reports. From Ordinary Course of Business and after the assets and properties of Company and each Company Subsidiary have been maintained in substantially the same manner as maintained prior to the date of the Balance Sheet Date until and in at least such order and condition as is necessary to continue to conduct the Closing DateBusiness in the Ordinary Course of Business, and, without limiting the foregoing, neither the Company nor any Company Subsidiary has: (a) The Company has not made incurred any expenditures obligation or Liability or entered into any commitments whichtransaction which could reasonably be expected to result in monetary obligations to the Company in excess of Twenty-Five Thousand Dollars ($25,000), when compared to past operations except in the Ordinary Course of its business, are unusual Business or extraordinary or outside in connection with the scope performance of the normal course of routine operationsthis Agreement; (b) The increased or established any reserve for Taxes or other Liability on its books or otherwise provided therefor, except as may have been required in accordance with GAAP due to the operations or income of the Company has kept in a normal state or the Company Subsidiaries since the date of repair and operating efficiency all tangible personal property used in the operation of its businessBalance Sheet; (c) The subjected any of the assets, properties or business of the Company has used its best efforts or the Company Subsidiaries to maintain any Lien; sold, assigned or transferred any asset, property or business or cancelled any debt or claim, or waived any right, except in the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with itOrdinary Course of Business; (d) The Company has not entered into any contractexcept in the Ordinary Course of Business, agreement sold, assigned, transferred, encumbered (other than Permitted Encumbrances) or action, or relinquished or released permitted to lapse any rights with respect to any Intellectual Property Rights or privileges under any contracts other material intangible asset owned by the Company or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effectCompany Subsidiary; (e) The granted any general or uniform increase in the rates of pay of employees of the Company has not madeor the Company Subsidiaries or any increase in salary payable or to become payable to any officer, employee, consultant or agent of the Company or the Company Subsidiaries, or agreed increased the compensation (including perquisites) payable to makeany officer, employee, consultant or agent of the Company or the Company Subsidiaries for any acquisition period before or after the date of stock or assets ofthe balance sheet included in the Unaudited Interim Financial Statements, or made loans toby means of any bonus or pension plan, Contract or other commitment increased the compensation of any person not in officer, employee, consultant or agent of the ordinary course of businessCompany or the Company Subsidiaries; (f) The made or authorized any capital expenditures for additions to plant and equipment accounts of the Company has not sold or disposed the Company Subsidiaries in excess of any assets or created or permitted to exist any encumbrance on its assets except Twenty-Five Thousand Dollars (x$25,000) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreementaggregate; (g) The made any loan or payment to, or entered into any Contract with, any Company has kept trueStockholders or any Affiliate (but excluding any Company Subsidiary), complete and correct books of records and accounts with respect or agreed to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Companytake any such action; (h) The issued, sold or transferred, or agreed to issue, sell or transfer, any stock, note, bond, debenture or other corporate debt or Equity Interest of the Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not the Company Subsidiaries, whether newly issued or held in the ordinary course of its businesstreasury; (i) There has been no declarationexcept for this Agreement, setting aside or payment entered into any transaction other than in the Ordinary Course of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind)Business; (j) The Company has experienced any damage, destruction or loss (whether or not redeemedcovered by insurance) adversely affecting its properties, repurchasedassets or business, or otherwise acquired experienced any of other adverse change in its securities assets, liabilities, or entered into any agreement to do sofinancial condition from that disclosed on the Balance Sheet; (k) The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (l) except in the Ordinary Course of Business, granted any license or sublicense of any rights under or with respect to any Intellectual Property; (m) made any loan or payment to, or entered into any other transaction Contract with, any of its directors, officers, and employeesemployees other than compensation paid and advances and reimbursements for expenses made in the Ordinary Course of Business; (ln) The Company has not made entered into any employment Contract or pledged to make collective bargaining agreement, written or oral, or modified the terms of any charitable existing such Contract or other capital contribution outside the ordinary course of business; andagreement; (mo) There has not been terminated any other occurrenceCompany Contract or made any material amendment or modification of any Company Contract on terms less beneficial in all material respects to the Company or any Company Subsidiary than, eventthe terms of such Company Contract prior to the making of such amendment or modification, incident, action, failure except for Contracts that terminated pursuant to act or transaction outside the ordinary course of business that their terms; (p) taken any action which would have the effect of terminating, or giving any Governmental Authority the right to terminate, any License; (q) except as required by GAAP, made any material change in any method of accounting or accounting practice by the Company or any Company Subsidiary or any material write-up or write-down in the value of their respective inventory or accounts receivable or a reversal of any material adverse effectaccruals or deviations from past policies and practice with respect to product sales, markdowns, discounts or promotions; or (r) entered into or made any Contract to do any of the foregoing.

Conduct of the Business. The Company’s business operations are properly disclosed (a) Between the date hereof and the Closing Date, or earlier termination of this Agreement in accordance with the terms hereof, the Company will (and will cause the Subsidiary to): (i) subject to the Company’s SEC reports. From and after current financial condition as described in item 6 of Schedule 2.9, conduct the Balance Sheet Date until the Closing Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope business of the normal Company and the Subsidiary only in the ordinary course of routine operationsbusiness consistent with past practices in all material respects; provided that any material actions (or omissions) to be taken in the conduct of such business shall require the prior written approval of the Purchaser; (bii) The Company has kept maintain in a normal state good repair all of repair its material assets and operating efficiency properties, consistent with past practices; (iii) use its best efforts to preserve intact in all tangible personal material respects its current business operations, keep available the services of its officers and employees, and preserve its relationships with customers, suppliers, licensors, and others having business relationships with it, consistent with past practices; (iv) use its best efforts to keep in full force and effect its corporate existence and all material rights, franchises, intellectual property used in the operation of rights and goodwill relating or pertaining to its business; (cv) The Company has used maintain its best efforts to maintain the good will associated books, accounts and records in accordance with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with itpast practice or as required by GAAP; (dvi) The duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all Taxes imposed upon it and its properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid could reasonably be expected to by Law become a lien on any of its property; provided that any such Tax need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Company has or the Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, consistently applied; and provided, further that it pay all such Taxes forthwith upon the commencement of proceedings to foreclose any lien or other encumbrance that may have attached as security therefore; (vii) promptly notify the Purchaser in writing if, to the Company’s knowledge, (i) any of the representations and warranties made by it herein or in any of the other Transaction Documents cease to be accurate and complete in all material respects, or (ii) it fails to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder or under any other Transaction Document; (viii) give notice to the Purchaser in writing within three (3) days of becoming aware of any litigation or proceedings threatened in writing against the Company or the Subsidiary or any pending litigation and proceedings affecting the Company or the Subsidiary or to which any of them is or becomes a party involving a claim against any of them, stating the nature and status of such litigation or proceedings, provided, however, that the Purchaser shall not entered be provided with material non-public information without its express prior written consent; and (ix) comply in all material respects with (i) the provisions of its certificate of incorporation and bylaws, (iii) all material agreements by which the Company, the Subsidiary or any of their respective properties may be bound, and (iv) all applicable decrees, orders, and judgments. (b) Without limiting the generality of Section 4.2(a), and except as otherwise expressly provided in this Agreement, between the date hereof and the Closing Date, or earlier termination of this Agreement in accordance with the terms hereof, the Company will not (and will not permit the Subsidiary to), without the prior written consent of Purchaser: (i) except for the filing of the Certificate of Designations, amend its certificate of incorporation or bylaws (or other applicable organizational or governance documents) or take any action in respect of any such amendment; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any contractstock or any equity equivalents; (iii) (A) split, agreement combine, or reclassify any shares of its capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise acquire any securities of the Company or the Subsidiary; (iv) fail to comply in any material respect with any material Law; (v) except as set forth on Schedule 4.2(b)(v), take or omit to be taken any action, which would reasonably be expected to result in any material liability to the Company and its Subsidiary; (vi) directly or relinquished indirectly, merge or released consolidate with any rights Person, or privileges under sell, transfer, lease or otherwise dispose of all or any contracts substantial portion of its assets in one transaction or agreementsa series of related transactions, (vii) make any loans to its directors, officers or stockholders; (viii) waive, release, assign, settle or compromise any material rights, claims or litigation; (ix) create, incur, assume or suffer to exist, or increase the performanceamount of, violationany liability for borrowed money, relinquishment directly or release of which couldindirectly, other than: (i) indebtedness existing on the date on which such contract or agreement was entered intohereof, or such rights or privileges were relinquished or releasedconsisting of the Exchange Notes; and (ii) purchase money indebtedness (including, be reasonably foreseen without limitation, capital leases to have a material adverse effectthe extent secured by purchase money security interests in equipment acquired pursuant thereto); (ex) The Company has not madeassume, endorse, be or become liable for or guaranty the obligations of any other Person; (xi) enter into any transaction with any Affiliates or its or any of its Affiliate’s equity holders, directors, officers, employees (including upstreaming and downstreaming of cash and intercompany advances and payments) or amend any material provision of any agreement with any Affiliate, or agreed waive any material right of the Company or the Subsidiary under any such agreement; (xii) at any time create any direct or indirect subsidiary, enter into any joint venture or similar arrangement or become a partner in any general or limited partnership or enter into any management contract permitting third party management rights with respect to makethe business of the Company or the Subsidiary; (xiii) cancel any liability or debt owed to it, except for consideration equal to or exceeding the outstanding balance of such liability or debt, and in any acquisition of stock or assets ofevent, or made loans to, any person not in the ordinary course of business; (fxiv) The Company has not sold create, incur, assume or disposed suffer to exist, any lien, mortgage, pledge, charge or encumbrance of any kind on any of its properties or assets now owned or created or permitted to exist any encumbrance on its assets except hereafter acquired, other than: (xA) those, if any, reflected in the ordinary course of business consolidated financial statements included in the Company’s most recently filed 10-Q (including the notes thereto), (B) those which are not material in amount and which could not, on do not adversely affect the date of such sale, disposition, creation or permission, be reasonably foreseen use made and proposed to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied such property or asset by the Company; Company or the Subsidiary, (hC) The Company has paid current liabilities as and when they became those for Taxes not yet due and have paid payable, (D) mechanics’, materialmen’s or incurred no fees and expenses not in the ordinary course of its business; (i) There has been no declaration, setting aside contractors’ liens or payment of any dividend or other distribution in respect of any Shares encumbrances or any other securities of the Company similar statutory lien or restriction for amounts not yet due or payable and (whether in cash or in kindE) as set forth on Schedule 4.2(b)(xiv); (jxv) The Company has not redeemed, repurchased, or otherwise acquired make any changes in any of its securities business objectives, purposes, or entered into operations or engage in any agreement business other than that presently engaged in or presently proposed to do sobe engaged in by the Company or the Subsidiary; (kxvi) The Company has not made intentionally take any loan toaction, or entered into knowingly omit to take any other transaction withaction, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth in Article II becoming untrue or (ii) any of its directors, officers, and employees;the conditions to the obligations of Purchaser set forth in Section 5.2 not being fully satisfied; or (lxvii) The Company has not made agree or pledged commit to make agree (in writing or otherwise) to do any charitable or other capital contribution outside of the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effectforegoing.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reportsSINCE THE BALANCE SHEET DATE. From Except as described on SCHEDULE 2.1.6, and after except as a result of matters permitted or required by this Agreement, since the Balance Sheet Date until Date, CVSI and each of the Closing CVSI Entities have conducted their respective businesses (the "BUSINESS") in the Ordinary Course of Business. Except as described on SCHEDULE 2.1.6, since the Balance Sheet Date: (a) The Company there has not made been any expenditures material adverse change in the financial condition, assets, or entered into any commitments which, when compared to past operations of its businessCVSI and the CVSI Entities, are unusual or extraordinary or outside the scope of the normal course of routine operationsconsidered as a whole, and no event has occurred that could reasonably be expected to have a Material Adverse Effect; (b) The Company neither CVSI nor any of the CVSI Entities has kept in a normal state of repair made any capital expenditure which is not reflected on the 1999 Balance Sheet and operating efficiency all tangible personal property used which exceeds $300,000 in the operation of its businessaggregate; (c) The Company neither CVSI nor any of the CVSI Entities has (i) entered into or permitted any of the assets owned or used its best efforts by such entity to maintain become bound by any Contract or (ii) to the good will associated with its businessKnowledge of CVSI, and other than in the existing business relationships with its agentsOrdinary Course of Business, customers, lessors, key employees, suppliers and other persons having relations with itamended or prematurely terminated or waived any material right or remedy under any Contract to which it is or was a party or under which it has or had any rights or obligations; (d) The Company neither CVSI nor any CVSI Entity has not entered into any contract, agreement or actionwritten off as uncollectible, or relinquished established any extraordinary reserve with respect to, any account receivable or released any rights other indebtedness or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effectaltered its revenue recognition policy; (e) The Company neither CVSI nor any of the CVSI Entities has not made, entered into any material transaction or agreed to make, taken any acquisition other material action outside the Ordinary Course of stock or assets of, or made loans to, any person not in the ordinary course of businessBusiness; (f) The Company neither CVSI nor any of the CVSI Entities has not sold failed to continue existing practices relating to maintenance of the assets owned, leased or disposed otherwise held by CVSI or any of any assets or created or permitted to exist any encumbrance on its assets except (x) the CVSI Entities for use in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or Business (y) as otherwise permitted by this Agreement"ASSETS"); (g) The Company neither CVSI nor any of the CVSI Entities has kept truepurchased, complete and correct books sold, leased or disposed of, or entered into any Contract for the purchase, sale, lease or disposition of, or subjected to a Lien (other than Permitted Liens), any of records and accounts with respect to its business, the Assets other than in which entries will be made the Ordinary Course of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the CompanyBusiness; (h) The Company neither CVSI nor any of the CVSI Entities has paid current liabilities made any material amendment to any Employee Plan or materially increased the general rates of compensation of Employees, except (i) in connection with amendments as and when they became due and have paid or incurred no fees and expenses not required by Law, (ii) in the ordinary course Ordinary Course of its businessBusiness, or (iii) pursuant to any Contract; (i) There neither CVSI nor any of the CVSI Entities has been no declarationdeclared, setting accrued, set aside or payment of paid any dividend or made any other distribution in respect of any Shares shares of capital stock, and has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company (whether in cash or in kind)securities; (j) The Company neither CVSI nor any of the CVSI Entities has not redeemed, repurchased, sold or otherwise acquired issued any shares of its securities capital stock or entered into any agreement to do soother securities; (k) The Company neither CVSI nor any of the CVSI Entities has not made formed any loan to, subsidiary or entered into acquired any equity interest or other interest in any other transaction with, any of its directors, officers, and employeesEntity; (l) The Company neither CVSI nor any of the CVSI Entities has (i) loaned money to any Person or (ii) to the Knowledge of CVSI, incurred, assumed or otherwise become subject to any Liability, except for current Liabilities incurred in the Ordinary Course of Business; (m) CVSI has not changed any of its methods of accounting or accounting practices in any respect; (n) CVSI has not made or pledged to make any charitable or other capital contribution outside the ordinary course of businessmaterial Tax election; and (mo) There neither CVSI nor any of the CVSI Entities has not been commenced or settled any other occurrenceLegal Proceeding, event, incident, action, failure to act or transaction outside except in the ordinary course Ordinary Course of business that would have a material adverse effectBusiness.

Conduct of the Business. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the Balance Sheet Date November 30, 2004 until the Closing Date, except for the 1-for-1,000 reverse split on January 11, 2005 and the conversion of all of the Company's indebtedness into common stock: (a) The Company has continued to be operated in the usual and ordinary manner in which its business has been conducted in the past and during such period. The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business; (c) The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it; (d) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect; (e) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (f) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (g) The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (h) The Company has paid current liabilities as and when they became due and have has paid or incurred no fees and expenses not in the ordinary course of its business; (i) There Except for the action by the Company to effect a distribution to its stockholders of record on February 2, 2005 of its equity interest in East West Distributors, Inc ("East-West") there has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (j) The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so; (k) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (l) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (m) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

Conduct of the Business. The Company’s business operations are properly disclosed Company is a shell company as defined in Rule 12b-2 of the Company’s SEC reportsExchange. From and after the Balance Sheet Date June 30, 2008 until the Closing Closing(s) Date: (a) The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its businesstheir businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations; (b) The Company has incurred approximately $280,000 in liabilities during the quarter ended September 30, 2008 which will be paid with the funds obtained by the Company pursuant to this Agreement. (c) The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its businesstheir businesses; (cd) The Company has used its their best efforts to maintain the good will associated with its businesstheir businesses, and the existing business relationships with its their agents, customers, lessors, key employees, suppliers and other persons having relations with itthem; (de) The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effecteffect except for as provided in paragraph 2.16(b) above; (ef) The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business; (fg) The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement; (gh) The Company has kept true, complete and correct books of records and accounts with respect to its businesstheir businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company; (hi) The Company has paid current liabilities as and when they became due of approximately $280,000 which will be paid the Company out of the proceeds of this Agreement and have paid or not incurred no any fees and expenses not in the ordinary course of its businesstheir businesses; (ij) There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind); (jk) The Company has not redeemed, repurchased, or otherwise acquired any of its their securities or entered into any agreement to do so; (kl) The Company has not made any loan to, or entered into any other transaction with, any of its their directors, officers, and employees; (lm) The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and (mn) There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effecteffect except as provided in this paragraph.