Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. (a) The Seller hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Purchaser; and (ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ).

Covenants of the Parties. (a) 5.1. The Seller hereby agrees: (i) Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that the SPA shall be considered closed for all purposes effective as such ordinary course of June 17business will include purchases and sales of portfolio securities, 2009sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. 5.2. The Trust will call a meeting of the Acquired Fund shareholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of the Acquired Fund, and take all obligations other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders’ meeting referred to in Section 5.2, the Acquiring Company will prepare the Registration Statement and conditions Prospectus/Proxy Statement for such meeting, which the Acquiring Company will file for the registration under the SPA shall 1933 Act of the Acquiring Fund Shares to be fulfilled distributed to Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and satisfied the 1940 Act. 5.4. Each of the Trust, the Acquired Fund, the Acquiring Company and the Acquiring Fund will cooperate with the others, and each will furnish to the others the information relating to itself required by the Purchaser; and (ii) to deposit with 1933 Act, the Escrow Agent 1934 Act and the following: a fully executed copy of 1940 Act and the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; rules and a Stock Power executed by the Seller in favor of Purchaser with the number of shares regulations thereunder to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; andRegistration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Trust and the Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Acquired Fund shares. (ii) 5.5. Subject to deposit with the Escrow Agent a fully executed copy provisions of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same the Trust, the Acquired Fund, the Acquiring Company and the Acquiring Fund will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the Seller other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trust’s President and Treasurer. 5.7. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.8. The Trust and the Escrow Agent; and (iv) Acquired Fund agree that the Escrow Agent is hereby authorized liquidation and directed to release to termination of the Purchaser such number of Shares as shall Acquired Fund will be required to be delivered to the Purchaser effected in the event of an Adjustment as specified manner provided in the SPA Trust’s declaration of trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and termination. 5.9. The Acquiring Company covenants and agrees not to amend the Expense Limitation Agreement (which Shares shall be released and delivered as defined below) in any manner that is adverse to shareholders of the Purchaser within no later than 15 days following Purchaser’s request )Acquiring Fund.

Covenants of the Parties. (a) The Seller BVI Shareholder hereby agrees: (i) that the SPA SEA shall be considered closed for all purposes effective as of June 17September __, 2009, and all obligations and conditions under the SPA SEA shall be fulfilled and satisfied by the PurchaserCompany ; and (ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPASEA; a certificate representing the thirty-five percent of the ONE Shares issued by Purchaser the Company to the Seller BVI Shareholder pursuant to the SPASEA; and a Stock Power executed by the Seller BVI Shareholder in favor of Purchaser the Company with the number of shares ONE Shares to be filled in by the Escrow Agent which number of shares ONE Shares shall cover the number of shares ONE Shares required to be delivered to the Purchaser Company in the event of an Adjustment as specified in the SPASEA; (iii) upon Purchaserthe Company’s satisfaction of its obligations under the SPA SEA and this Agreement, Seller the BVI Shareholder shall send written notice affirming same to the Purchaser Company and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser Company such number of ONE Shares as shall be required to be delivered to the Purchaser Company in the event of an Adjustment as specified in the SPA SEA (which ONE Shares shall be released and delivered to the Purchaser Company within no later than 15 days following Purchaserthe Company ’s request); (v) and acknowledges that the Purchaser Company shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser Comnpany also acting as the Escrow Agent hereunder. (b) Purchaser The Company hereby agrees: (i) that the SPA SEA shall be considered closed for all purposes effective as of June 17September __, 2009, and all obligations and conditions under the SPA SEA shall be fulfilled and satisfied by the Seller BVI Shareholder except for the release and delivery by the Escrow Agent to the Purchaser Company of such number of ONE Shares as required to cover any adjustment as set forth in the SPASEA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPASEA; (iii) upon SellerBVI Shareholder’s satisfaction of its obligations under the SPA SEA and this Agreement, Purchaser the Company shall send written notice affirming same to the Seller BVI Shareholder and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser Company such number of ONE Shares as shall be required to be delivered to the Purchaser Company in the event of an Adjustment as specified in the SPA SEA (which ONE Shares shall be released and delivered to the Purchaser Company within no later than 15 days following Purchaserthe Company’s request ).

Covenants of the Parties. (a) The Seller hereby agrees:Covenant Against Competition and Disclosure. (i) that During the SPA period commencing on the date hereof and ending on December 31, 2006, neither Seller nor any officer, director or controlling person of Seller or Purchaser shall, directly or indirectly, for itself or themselves or on behalf of any other Person, (A) engage in any business competitive with the Seller Business (including within the definition of the Business, without limitation, any business of the type or types conducted by Seller at any time during the two year period preceding the date hereof or under development by Seller on the date hereof) in any county or other political subdivision of any state of the United States of America or of any other country in the world where Seller has conducted any aspect of Business (including the sale of any products) at any time during the two (2) year period preceding the date hereof, (B) disclose to any Person other than Purchaser or Seller, any information relating to the business of Seller or Purchaser (including without limitation information relating to accounts, financial dealings, transactions, trade secrets, Intellectual Property, customer lists and pricing lists), whether or not marked or otherwise identified as confidential or secret, (C) solicit, divert, take away or attempt to take away, with respect to the products of either Business as presently conducted, any of Seller's or Purchaser's customers or suppliers, or (D) hire any employee or induce or attempt to induce any employee to leave his or her employment with Purchaser without the prior written consent of Purchaser. At the request of Seller and/or Purchaser, Seller and Purchaser shall be considered closed use their best efforts to cause their respective officer, directors, and controlling persons to enter into agreements for all purposes the benefit of Purchaser and Seller consistent with the terms of this Section 8(a)(i) effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by Acquisition Date (the Purchaser; and"Non-Competition Agreements") (ii) Seller acknowledges that the restrictions contained in this Section 8(a) are reasonably necessary to deposit with protect the Escrow Agent good will transferred to Purchaser and the following: a fully executed copy legitimate business interests of Purchaser and that any violation of such restrictions will result in irreparable injury to Purchaser and the SPA; a certificate representing the thirty-five percent of the Shares issued Business acquired by Purchaser hereunder for which damages will not be an adequate remedy. Purchaser shall therefore be entitled to preliminary and injunctive relief as well as to an equitable accounting of earnings, profits and other benefits arising from such violation and any other remedies at law or in equity available to Purchaser. The parties hereto agree that the Seller pursuant to duration and area for which the SPA; and a Stock Power executed by the Seller covenants set forth in favor of Purchaser with the number of shares this Section 8(a) are to be filled effective are reasonable. In the event that any court determines that the time period or the area, or both of them, are unreasonable, the parties hereto agree that the covenants shall remain in by full force and effect for the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser greatest time period and in the event of an Adjustment as specified in the SPA;greatest area that would not render them unenforceable. (iii) upon Purchaser’s satisfaction Purchaser acknowledges that the restrictions contained in this Section 8(a) are reasonably necessary to protect the good will of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) legitimate business interests of Purchaser and that any violation of such restrictions will result in irreparable injury to Seller and the Business in which Seller is acquiring a substantial equity interest hereunder for which damages will not be an adequate remedy. Seller shall therefore be entitled to preliminary and injunctive relief as well as to an equitable accounting of earnings, profits and other benefits arising from such violation and any other remedies at law or in equity available to Seller. The parties hereto agree that the Escrow Agent is hereby authorized duration and directed to release to area for which the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as covenants set forth in this Section 8(a) are to be effective are reasonable. In the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) event that any court determines that the Escrow Agent is hereby authorized time period or the area, or both of them, are unreasonable, the parties hereto agree that the covenants shall remain in full force and directed to release to effect for the Purchaser such number of Shares as shall be required to be delivered to the Purchaser greatest time period and in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )greatest area that would not render them unenforceable.

Covenants of the Parties. (a) The Seller hereby agrees:Subtenant assumes and agrees to observe and perform all of Tenant’s obligations under the Master lease during the Sublease Term only to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Landlord under the Master lease shall be considered performed by Subtenant to the extent and in the amount rent is paid to Sublandlord in accordance with Paragraph 6 of this Sublease. Subtenant further agrees that Subtenant’s performance of all such obligations shall be performed by Subtenant for the benefit of Sublandlord as well as for the benefit of Landlord, and that Sublandlord shall have, with respect to Subtenant, this Sublease and the Premises, all of the rights and benefits provided to Landlord by the Master Lease. (b) Subtenant covenants and agrees that this Sublease is expressly made subject and subordinate in all respects to (i) that the SPA shall be considered closed for Master lease and to all purposes effective as of June 17its terms, 2009, and all obligations covenants and conditions under the SPA shall be fulfilled (including without limitation those provisions not incorporated herein by reference, as set forth in Paragraph 7 above of this Sublease); and satisfied by the Purchaser; and (ii) any and all matters to deposit which the tenancy of Sublandlord, as Tenant under the Master Lease, is or may be subordinate. Subtenant shall not do, or permit or suffer to be done, any act or omission by Subtenant, its agents, employees, contractors or invitees which is prohibited by the Master Lease, or which would constitute a violation or default thereunder, or result in a forfeiture or termination of the Master lease or render Sublandlord liable for damages, fines, penalties, costs or expenses under the Master Lease. If the Master Lease expires or terminates during the Sublease Term for any reason, this Sublease shall terminate on the date of such expiration or termination of the Master Lease with the Escrow Agent same force and effect as if such expiration or termination date had been specified in this Sublease as the following: a fully executed copy Expiration Date and the parties shall be relieved of any further liability or obligation under this Sublease. (c) Notwithstanding anything provided herein or the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser Master Lease to the Seller pursuant contrary, Subtenant covenants and agrees that Sublandlord shall not be obligated to furnish any services or utilities of any nature whatsoever or be responsible for the SPA; performance of any of Landlord’s obligations under the Master Lease, and shall not be liable in damages or otherwise for any negligence of Landlord or for any damage or injury suffered by Subtenant as a Stock Power executed result of any act or failure to act by the Seller in favor of Purchaser with the number of shares to be filled in Landlord, or any default by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser Landlord in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction performance of its obligations under the SPA and this AgreementMaster Lease, Seller nor shall send written notice affirming same any such action, failure to act, or default by Landlord constitute a constructive eviction or default by Sublandlord hereunder. Notwithstanding anything to the Purchaser contrary contained in this Sublease or the Master Lease, Sublandlord shall not be bound by and expressly does not make any of the Escrow Agent; (iv) that indemnifications, representations or warranties, if any, made by Landlord under the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as Master Lease. If Landlord shall be required to be delivered to the Purchaser default in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction performance of its obligations under the SPA and this AgreementMaster Lease, Purchaser shall send Sublandlord, upon receipt of written notice affirming same thereof from Subtenant, shall use commercially reasonable efforts to cause Landlord to perform its obligations under the Master Lease for the benefit of Subtenant and to enforce the terms thereof, provided such commercially reasonable efforts shall not require Sublandlord to expend any money to cause Landlord to perform its obligations under the Master Lease unless Subtenant shall reimburse Sublandlord for any costs incurred by Sublandlord, including, without limitation, reasonable attorneys’ fees; provided that if such enforcement also benefits the Master Premises, Subtenant shall only be responsible for Subtenant’s Pro Rata Share of such costs. As a condition to Sublandlord exercising any efforts to enforce Landlord’s obligations, Sublandlord may require Subtenant to make an advance deposit with Sublandlord of an amount reasonably estimated to reimburse Sublandlord for its costs in connection with such efforts. (d) Sublandlord shall not incur any liability whatsoever to Subtenant for any injury, inconvenience, incidental or consequential damages incurred or suffered by Subtenant as a result of the exercise by Landlord of any of the rights reserved to Landlord under the Master Lease, nor shall such exercise constitute a constructive eviction or a default by Sublandlord hereunder. Subtenant’s obligations to pay Rent and any other charges due under this Sublease shall not be reduced or abated in the event that Landlord fails to provide any service, to perform any maintenance or repairs, or to perform any other obligation of Landlord under the Master Lease, except if and only to the Seller and extent that Sublandlord’s obligation to pay any such Base Rent, Additional Rent, or other charges under the Escrow Agent; andMaster Lease with respect to the Premises is actually abated as a result of Landlord’s failure. (ive) that In all provisions of the Escrow Agent is hereby authorized and directed to release to Master Lease requiring the Purchaser such number of Shares as approval or consent of, or notice to, Landlord, Subtenant shall be required to obtain the approval or consent of, or provide notice to, both Landlord and Sublandlord. If Sublandlord’s consent shall be delivered required under the terms of this Sublease, Sublandlord shall not be deemed to the Purchaser be unreasonable in withholding such consent if Landlord withholds its consent thereto and Sublandlord shall have no liability to Subtenant for any loss, damage or injury in the event of an Adjustment as specified in the SPA that Landlord withholds its consent. (which Shares shall be released and delivered f) Whenever a notice is given or received pursuant to the Purchaser within no later than 15 days following Purchaser’s request )Master Lease by or to Sublandlord or Subtenant which has relevance to the Premises, Sublandlord and Subtenant each agree promptly to provide the other with a copy of such notice.

Covenants of the Parties. (a) The Seller hereby agreesWith respect to the Subleased Premises, Subtenant covenants and agrees to assume, perform and observe all the terms, covenants and conditions required to be performed by Sublandlord, as Tenant under the Master Lease except to the extent such terms, covenants and conditions conflict with the terms of this Sublease in which event the terms of the Sublease shall control and specifically excluding the obligations to pay rent, which obligation shall be governed by the terms of this Sublease. Subtenant further agrees that Subtenant’s performance of all such obligations shall be performed by Subtenant for the benefit of Sublandlord as well as for the benefit of Master Landlord, and that Sublandlord shall have, with respect to Subtenant, this Sublease and the Subleased Premises, all of the rights and benefits provided to Master Landlord by the Master Lease. (b) Subtenant covenants and agrees that this Sublease is expressly made subject and subordinate in all respects to (i) the Master Lease and to all of its terms, covenants and conditions (including without limitation those provisions not incorporated herein by reference, as set forth in Paragraph 8 above of this Sublease); and (ii) any and all matters to which the tenancy of Sub landlord, as tenant under the Master Lease, is or may be subordinate. Subtenant shall not do, or permit or suffer to be done, any act or omission by Subtenant, its agents, employees, contractors or invitees which is prohibited by the Master Lease, or which would constitute a violation or default thereunder, or result in a forfeiture or termination of the Master Lease or render Sublandlord liable for damages, fines, penalties, costs or expenses under the Master Lease. Should the Master Lease expire or terminate during the Sublease Term for any reason, this Sublease shall terminate on the date of such expiration or termination of the Master Lease, with the same force and effect as if such expiration or termination date had been specified in this Sublease as the Termination Date and Sublandlord shall have no liability to Subtenant in the event of any such expiration or termination. (c) As long as this Sublease is in full force and effect, Subtenant shall be entitled, with respect to the Subleased Premises, to the benefit of Master Landlord’s obligations and agreements to furnish utilities and other services to the Subleased Premises and to repair and maintain the Common Areas, roof, building systems and all other obligations of Master Landlord under the Master Lease. Notwithstanding anything provided herein or the Master Lease to the contrary, Subtenant covenants and agrees that Sublandlord shall not be obligated to furnish any services or utilities of any nature whatsoever or be responsible for the performance of any of Master Landlord’s obligations under the Master Lease, and shall not be liable in damages or otherwise for any negligence of Master Landlord or for any damage or injury suffered by Subtenant as a result of any act or failure to act by Master Landlord, or any default by Master Landlord in the performance of its obligations under the Master Lease, nor shall any such action, failure to act, or default by Master Landlord constitute a constructive eviction or default by Sublandlord hereunder. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, Sublandlord shall not be bound by and expressly does not make any of the indemnifications, representations or warranties, if any, made by Master Landlord under the Master Lease. If Master Landlord shall default in the performance of its obligations under the Master Lease, Sublandlord, upon receipt of written notice thereof from Subtenant, shall use commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease and to enforce the terms thereof, provided such commercially reasonable efforts shall not require Sublandlord to expend any money to cause Master Landlord to perform its obligations under the Master Lease unless Subtenant shall reimburse Sublandlord for Subtenant’s Proportionate Share of any costs incurred by Sublandlord, including, without limitation, reasonable attorney’s fees. As a condition to Sublandlord exercising any efforts to enforce Master Landlord’s obligations, Sublandlord may require Subtenant to make an advance deposit with Sublandlord of an amount reasonably estimated to reimburse Sublandlord for Subtenant’s Proportionate Share of Sublandlord’s costs in connection with such efforts. (d) Sublandlord shall not incur any liability whatsoever to Subtenant for any injury, inconvenience, incidental or consequential damages incurred or suffered by Subtenant as a result of the exercise by Master Landlord of any of the rights reserved to Master Landlord under the Master Lease, nor shall such exercise constitute a constructive eviction or a default by Sublandlord hereunder. Subtenant’s obligations to pay Base Rent, Additional Rent and any other charges due under this Sublease shall not be reduced or abated in the event that Master Landlord fails to provide any service, to perform any maintenance or repairs, or to perform any other obligation of Master Landlord under the Master Lease, except if and only to the extent that Sublandlord’s obligation to pay Annual Base Rent, Additional Rent and other charges under the Master Lease with respect to the Subleased Premises is actually abated as a result of Master Landlord’s failure. (e) In all provisions of the Master Lease requiring the approval or consent of, or notice to, Master Landlord, Subtenant shall be required to obtain the approval or consent of, or provide notice to, both Master Landlord and Sublandlord. If Sublandlord’s consent shall be required under the terms of this Sublease, Sublandlord shall not be deemed to be unreasonable in withholding such consent if Master Landlord withholds its consent thereto and Sublandlord shall have no liability to Subtenant for any loss, damage or injury in the event that Master Landlord withholds its consent. (f) Sublandlord covenants that, subject to the terms and conditions of the Master Lease and this Sublease, if and so long as Subtenant keeps and performs each term and condition herein contained on its part to be kept and performed, Subtenant shall not be disturbed in the enjoyment of the Subleased Premises by Sublandlord or by anyone claiming by, through or under Sublandlord. (g) Whenever a notice is given or received pursuant to the Master Lease by or to Sublandlord or Subtenant which has relevance to the Subleased Premises, Sublandlord and Subtenant each agree promptly to provide the other with a copy of such notice. (h) Sublandlord covenants and agrees that Sublandlord: (i) shall cause all rent to be paid under the Master Lease as and when due and payable under the Master Lease; (ii) shall observe and perform the other terms, provisions, covenants and conditions of the Master Lease to be observed and performed by Sublandlord, except and to the extent that such terms, provisions, covenants and conditions are assumed by Subtenant hereunder; (iii) shall not voluntarily terminate the Master Lease except pursuant to a right of termination arising out of casualty or condemnation expressly set forth in the Master Lease and shall not amend the Master Lease in a manner adverse to Subtenant in any material respect; (iv) shall not take any action or fail to perform any act that results in a breach or default under the Master Lease to the extent any such failure to perform such act adversely affects the rights of Subtenant under this Sublease (unless such breach or default under the Master Lease was caused by Subtenant’s breach of its obligations under this Sublease). Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the incorporated provisions. (i) Sublandlord represents and warrants to Subtenant that: (i) Sublandlord has not received any written notice of default under the Master Lease, except for any defaults that the SPA shall be considered closed for all purposes effective as of June 17, 2009Sublandlord has cured and Master Landlord is no longer claiming to exist, and all to the actual knowledge, without any investigation, of Sublandlord, Sublandlord is not in default of any of Sublandlord’s obligations and conditions under the SPA shall be fulfilled and satisfied by the Purchaser; andMaster Lease; (ii) Sublandlord has not sent to deposit with Master Landlord any written notice stating that Master Landlord is in default of any of Master Landlord’s obligations under the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser Master Lease, and to the Seller pursuant to actual knowledge, without any investigation, of Sublandlord, Master Landlord is not in default of any of Master Landlord’s obligations under the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPAMaster Lease; (iii) upon Purchaser’s satisfaction of its obligations Sublandlord has not received any written notice that any work is required under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required Master Lease or by applicable law to be delivered to the Purchaser done in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow AgentSubleased Premises; and (iv) that Sublandlord has not received any written notice of violation of any laws, ordinances, codes, rules, regulations or requirements affecting the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )Subleased Premises.

Covenants of the Parties. (a) The Seller hereby agrees: Braeburn covenants that the Braeburn Sales Force during the Agreement Term shall (i) limit its claims of efficacy and safety for Product in the Territory to those that are consistent with the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied prescribing information approved by the Purchaserapplicable Regulatory Authority for Products in the Territory; and (ii) to deposit not add, delete or modify claims of efficacy and safety in the Promotion of Product under this Agreement from those claims of efficacy and safety that are consistent with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed prescribing information approved by the Seller in favor of Purchaser applicable Regulatory Authority and with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; Law; (iii) upon Purchaser’s satisfaction of its obligations under use the SPA Promotional Materials in accordance with Section 5.3; and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser Promote Product under this Agreement in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunderaccordance with Laws, and further acknowledges in compliance with the then current Pharmaceutical Research and hereby waives any potential conflict Manufacturers of interest resulting from the Pruchaser also acting as the Escrow Agent hereunderAmerica Code on Interactions with Healthcare Professionals. (b) Purchaser hereby agrees: Neither Party shall solicit any employee of the other Party or any of its Affiliates (collectively, the “Employer Party”) with whom it has come in contact or interacted for the purposes of the performance of this Agreement, including, with respect to Braeburn, any member of the Braeburn Sales Force, to leave the employment of the Employer Party and accept employment or work as a consultant with such Party or any of its Affiliates CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. without the prior consent of the Employer Party; provided, however, that, Braeburn may make offers of employment or consulting engagement to any or all of the persons identified on Schedule 5.4(b) hereto (each, a “Key Employee” and together, the “Key Employees”), provided such Key Employees may not commence employment with Braeburn until the NDA Transfer Date; and provided further, that, for purposes of the foregoing, “solicit” shall not be deemed to mean (i) that circumstances where an employee of one Party initiates contact with the SPA shall be considered closed for all purposes effective as other Party or any of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent its Affiliates with regard to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and possible employment or (ii) to deposit with the Escrow Agent general solicitations of employment not specifically targeted at employees of a fully executed copy of the SPA; (iii) upon Seller’s satisfaction Party or any of its obligations under the SPA and this AgreementAffiliates, Purchaser shall send written notice affirming same including responses to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )general advertisements.

Covenants of the Parties. (a) The Seller hereby agrees: parties hereto acknowledge and agree that (i) that the SPA Plan of Merger in the form of Exhibit D to the Agreement, shall be considered closed for all purposes effective replaced with the Plan of Merger attached hereto as of June 17, 2009, Exhibit D [OMITTED] to reflect the terms set forth in this Amendment and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Purchaser; and (ii) the Separation Agreement in attached to deposit this Amendment as Exhibit I shall replace the Exhibit I attached to the Agreement to reflect that (U) Newco Group will process all Excluded Business medical claim liabilities and any claims for inpatient hospital facility services and other related claims for the period ending on or before the Closing Date in the ordinary course of business and, when possible, the order received, use commercially reasonable efforts to resolve all such Excluded Business claims which are disputed and pay such disputed claims promptly after resolution in a manner consistent with past practices; (V) the Escrow Agent Redemption Agreement will no longer be executed; (W) prior to the following: a fully executed copy Closing, certain Shareholders who are accredited investors shall acquire one hundred percent (100%) of the SPAequity interests in CPHP Holdings, Inc. and CarePlus Holdings, LLLP and the purchase price payable by each Shareholder under his, her or its Subscription Agreement shall be paid in full which payment or Note evidencing payment constitutes a Shareholder Receivable; (X) CarePlus Health Plans, Inc. will maintain a certificate representing reserve for medical claims as determined by the thirty-five percent of the Shares issued by Purchaser Actuary; (Y) an additional $1,000,000 will be added to the Seller pursuant amount of reserves, which amount shall be classified as a claim adjustment expense, for a period of one year after the Closing Date; and (Z) the terms set forth in this Amendment, as applicable to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunderNewco Group. (b) Purchaser hereby agrees: The parties agree: (i) that Exhibit A attached to this Amendment replaces the SPA Exhibit A attached to the Agreement (the “Original Exhibit A”) since the intent of the legend placed on the Original Exhibit A was to identify all Shareholders and provide the parties a mechanism to delete the names of Dissenting Shareholders, (ii) that Schedule 3.1 attached hereto replaces the Schedule 3.1 attached to the Agreement, and (iii) to amend Schedule 3.1 attached hereto at the Closing to properly reflect the then-current Shares owned by all Shareholders and to redefine the term “Shares” as the issued and outstanding shares of common stock held by the Shareholders at the time of Closing (the “Final Schedule 3.1”). Notwithstanding any references in the Agreement that apportion the percentage of several liability of Shareholders under the Agreement (including Sections 5.3(m) and 6.1(a)), such liability shall be considered closed for in the percentages set forth in the Final Schedule 3.1. (c) The parties hereto acknowledge and agree that (i) all purposes effective as of June 17, 2009references to “CMF Investments Limited Partnership” and “MBF Investments Limited Partnership” in the Agreement are intended to refer to, and all obligations are hereby changed to, “GMF Investments Limited Partnership” and conditions “MEF Investments Limited Partnership,” respectively and (ii) the reference to “79.92%” in Section 6.1 of the Agreement is intended to refer to, and is hereby changed to, “78.62%”, and is subject to change to equal the aggregate percentage of Shares owned by Agent, GXXX Investments, Ltd., MBF Holdings I Limited Partnership, MBF Holdings II Limited Partnership, GMF Investments Limited Partnership, AMF Investments Limited Partnership, MEF Investments Limited Partnership, MBFJ Investments Limited Partnership and any Affiliates thereof at the Closing. (d) To the extent that Buyer Indemnified Parties are entitled to indemnification under the SPA Agreement for claims arising under Section 6.1(a) of the Agreement (which for purposes hereof shall exclude any claims which may be brought under Sections 5.3 or 6.2 of the Agreement) and subject to any and all limitations provided under the Agreement, if it is finally determined by a court of competent jurisdiction that the Non-Signing Shareholders are not liable for their pro rata share of such indemnification obligations because they are not bound by the Agreement under the Corporation Code or otherwise (such pro rata portion of such indemnification obligations referred to as the “Non-Signing Deficiency”), then all Shareholders (other than the Non-Signing Shareholders) shall be fulfilled required to indemnify the Buyer Indemnified Parties for their pro rata share (which shall be adjusted upward to take into account the fact the Non-Signing Shareholders would not be contributing) of the Non-Signing Deficiency. (e) Buyer and satisfied Parent agree that the salaries of up to 7 marketing employees retained by the Seller PHP Group at the request of the Buyer or Parent and, except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPAAgreement, costs and expenses incurred by the PHP Group on behalf the Buyer between the period between the execution of the Agreement and the Closing (including, without limitation, costs associated with training, moving and the maintenance of off-site training facilities), in an aggregate amount of $43,401 shall be paid by the PHP Group before Closing and such costs under this Section 25(e) shall be added to Aggregate Consideration and the Closing Cash Amount. (f) PHP Group has agreed to permit the Designated Employees to participate in up to 80 hours of the Buyer-sponsored training before Closing and during each such employee’s regular work hours, without any additional cost or expense to the Buyer. Any training required by the Buyer beyond such 80 hours will be conducted on an overtime basis and the PHP Group shall pay such overtime compensation and the related employment Taxes and benefits at or before Closing, and the cost of such overtime pay and related employment taxes and benefits which the parties agree and acknowledge is $8,561, shall be added to the Aggregate Consideration and the Closing Cash Amount so that the Buyer is effectively responsible for any overtime pay resulting from overtime hours in excess of 80 hours spent by the Designated Employees in the Buyer training sessions. Notwithstanding the foregoing, the Parent and Buyer agree not to disrupt, interfere with or adversely affect the Business or the Excluded Business in connection with such training. (g) The parties also acknowledge that certain books and records related primarily to the Excluded Business are currently held in storage by PHPI. Notwithstanding anything to the contrary contained in the Agreement or the Separation Agreement, Buyer hereby agrees to allow Newco Group to continue to utilize such storage after the Closing for records related to the commercial insurance line of business and the Pinellas County Indigent Program; and provided, however, that such arrangement shall terminate upon a sale of: (i) more than 51% of the outstanding shares of the voting common stock of CPHP Holdings, Inc. or CarePlus Health Plans to nonaffiliates; or (ii) all or substantially all of the assets of CPHP Holdings, Inc., or CarePlus Health Plans to deposit nonaffiliates. PHPI shall have no liability with respect to such record storage except as a bailee under Florida law and the Newco Group shall indemnify and hold harmless PHPI from any liability related to the storage of such books and records except to the extent PHPI does not fulfill its obligations as a bailee under Florida law. Buyer shall bxxx the Newco Group on a monthly basis and Newco Group shall promptly pay such invoices for any expenses related to the storage of such records. Buyer and PHPI shall afford to the Newco Group reasonable access upon reasonable notice and during normal business hours to such books and records throughout the period that PHPI is holding such books and records in storage. Any such books and records or other information stored by PHPI in accordance with this subsection shall be kept confidential by the parties, unless and only to the extent that disclosure is required by PHPI pursuant to law, legal process or regulatory authority. (h) Notwithstanding any provision of the Agreement or GAAP to the contrary, for purposes of determining the Closing Book Value from the Preliminary Closing Balance Sheet and Closing Balance Sheet, $1,000,000 shall be added to Medical Claims liabilities (determined in accordance with GAAP) for excess margins to be added to IBNR claims and shall be carried through and remain in the true-ups for the periods required by Sections 2.3(h) and 2.3(i) of the Agreement. (i) The Closing Date will be December 31, 2002, unless otherwise agreed to in writing by the parties. (j) As part of the Spin Off Transaction, PHPI shall transfer to CarePlus Health Plans sufficient cash, cash equivalents and other short-term investments so that CarePlus Health Plans shall be in regulatory compliance as a licensed Medicare HMO on the Closing Date; provided, however, that PHPI shall retain sufficient cash, cash equivalents and other short-term investments to comply with the Escrow Agent a fully executed copy provisions of Section 2.1(d) of the SPA;Agreement, as amended by this Amendment. The Company’s cash, cash equivalents and other short-term investments shall not be used to fund CarePlus Health Plans unless the liquid assets of PHPI are insufficient to meet the requirements of the prior sentence. (iiik) upon Seller’s satisfaction On the Closing Date, immediately after payment of the Aggregate Consideration, PHPI may, in its obligations under the SPA and this Agreementdiscretion, Purchaser shall send written notice affirming same pay a dividend to the Seller Company and/or pay off the outstanding subordinated promissory surplus notes payable to the Company in any amount by which the Closing Book Value exceeds Required Net Worth and the Escrow Agent; and requirements of Section 3(d)(i) and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ii).

Covenants of the Parties. 9.1 Between the date of this Agreement and the Effective Date, Laxarco: (a) The Seller hereby agreeswill cause Laxarco to afford to Synergy and its authorized representatives access during normal business hours to all books, contracts, commitments, records of Carbon and will furnish such copies (certified if requested) thereof and other information as Synergy may reasonably request and will take such steps as may be necessary to permit Synergy and its authorized representatives to make such audit of the books of account of Carbon and such physical verification of the Business Assets as Synergy may reasonably see fit; (b) will diligently take all reasonable steps to obtain prior to the Effective Date, all consents and approvals required to complete the transactions contemplated herein in accordance with the terms and conditions hereof including any consents, waivers, and approvals as requested by Synergy or Synergy's solicitor; (c) will do any and all things reasonably necessary and use their best efforts assist and fully cooperate with Synergy in its effort to obtain the approvals within the time limited hereunder; (d) will not take any action nor inaction that could or will cause Carbon to be unable to conduct its business and affairs diligently and in the ordinary course, and preserve and maintain the goodwill of Carbon, the Business Assets and the business of Carbon; and 9.2 Between the date of this Agreement and the Effective Date, Synergy will: (a) afford to Laxarco and its authorized representatives access during normal business hours to all books contracts, commitments, records of Synergy and will furnish such copies (certified if requested) thereof and other information as Laxarco may reasonably request, and will take such steps as may be necessary to permit Synergy and its authorized representatives to make such audit of the books of account of Synergy and such physical verification of the assets of Synergy as Laxarco may reasonably see fit; (b) if required, call a general meeting of its shareholders to be held as soon as practicable after execution hereof to consider and, if thought fit, approve resolutions respecting the following matters together with such amendments as Laxarco may specify prior to the date notice of such meeting is mailed to Synergy's shareholders: (i) that approval of the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the PurchaserShare exchange; and (ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser such other matters pertaining to the Seller pursuant transactions contemplated herein as may be reasonably requested by Synergy or Laxarco, the form of proxy materials for the meeting to be completed to the SPA; and a Stock Power executed satisfaction of Laxarco, as advised by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPASynergy; (iiic) upon Purchaser’s satisfaction deliver written confirmation of its obligations under each of the SPA and this Agreementforegoing, Seller shall send written notice affirming same if any, to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPALaxarco; and (iid) attend to deposit with the Escrow Agent a fully executed copy all corporate matters to carry out and implement this Agreement as soon as possible. 9.3 Synergy and Laxarco shall each complete their own due diligence investigations contemplated by subparagraphs 9.1(a) and 9.2 (a) herein respectively in order to satisfy themselves of the SPA; accuracy of each other's representations and warranties hereunder, within thirty (iii30) upon Seller’s satisfaction days of its obligations under the SPA and date of this Agreement, Purchaser and shall send written notice affirming same each deliver to the Seller other written confirmation of their satisfactory completion of such investigations. Notwithstanding any such investigations, the representations and warranties of any party hereto shall survive the Closing Date and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized Closing, and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser continue in the event of an Adjustment as specified in the SPA (which Shares shall be released full force and delivered to the Purchaser within no later than 15 days following Purchaser’s request )effect.

Covenants of the Parties. (a) The Seller hereby agrees:Confidentiality; Non-Disclosure. ------------------------------- (i) Subject to clause (ii) below, from and after the date hereof, Incara, Aeolus, EPIL and EIS (and their respective affiliates) shall not disclose to any person or entity the terms of this Agreement or the other Transaction Documents or the contents thereof or the parties thereto, except that such parties may make such disclosure (x) to their directors, officers, employees and advisors, and potential bank creditors and investors, so long as they shall have advised such persons of the obligation of confidentiality herein and for whose breach or default the disclosing party shall be responsible or (y) as required by applicable law, rule, regulation or judicial or administrative process, provided -------- that the SPA disclosing party uses commercially reasonable efforts to obtain an order or ruling protecting the confidentiality of confidential information of the other party contained herein or therein and notifies the other party prior to such disclosure so that such other party may, if it chooses, seek such relief. The parties shall be considered closed for entitled to seek injunctive or other equitable relief in respect of any breach or threatened breach of the foregoing covenant without the requirement of posting a bond or other collateral. This Section 5 (a) (i) shall not restrict the ability of EPIL, EIS or their affiliates to complete and file with the Securities and Exchange Commission all purposes effective required reports and filings to be made by EPIL or EIS as a stockholder of June 17Incara, 2009, and all obligations and conditions under without the SPA shall be fulfilled and satisfied by the Purchaser; andprior consent of Incara. (ii) Prior to deposit with issuing the Escrow Agent initial press release or public disclosure in respect of this Agreement or the following: a fully executed copy transactions contemplated hereby (the "Initial Press Release") by Incara or Aeolus, the party --------------------- proposing such issuance shall obtain the consent of EPIL to the contents thereof, which consent shall not be unreasonably withheld or delayed. Thereafter, Incara may issue press releases made in the ordinary course of its business, referring to research collaborations involving Incara, and which do not differ from or go beyond the terms of the SPA; a certificate representing Initial Press Release (except that no quotes from EPIL shall be repeated), without obtaining the thirty-five percent consent of the Shares issued by Purchaser EPIL to the Seller pursuant contents thereof; provided, however, -------- ------- that any other type of press release or public disclosure by Incara in respect of this Agreement or the transactions contemplated hereby will require the consent of EPIL to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to contents thereof, which consent shall not be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunderunreasonably withheld or delayed. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ).

Covenants of the Parties. 8.1 Tysa hereby covenants and agrees with FNTF that be- tween the date of this Agreement and the Closing, Tysa will: (a) The Seller hereby agrees: (i) that the SPA shall be considered closed for provide to FNTF and its authorized representatives access to all purposes effective as books, contracts, commitments and records of June 17, 2009Tysa, and all obligations will furnish such copies (certified if requested) thereof and conditions under the SPA shall other information as FNTF may reasonably request, and will take such steps as may be fulfilled necessary to permit FNTF and satisfied by the Purchaser; and (ii) its authorized representatives to deposit with the Escrow Agent the following: a fully executed copy make such audit of the SPA; a certificate representing the thirty-five percent books of account of Tysa and such physical verification of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment Business Interests as specified in the SPAFNTF may reasonably see fit; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees:diligently take all reasonable steps to obtain, prior to the Closing, all consents and approvals required to complete the transactions contemplated herein in accordance with the terms and conditions hereof including any consents, waivers and approvals as reasonably requested by FNTF or FNTF's solicitors; (c) together with the Vendors, do any and all things reasonable necessary and use their best efforts, to assist and fully cooperate with FNTF in its efforts to obtain the Approvals; (d) make all such filings as are required in connection with the Bulk Sales laws of Washington State, including, without limitation, the filings and public notice requirements of the Washington State Uniform Commercial Code, if any; (e) take such steps and to assist and fully cooperate with FNTF as may be necessary to comply with the securities and Blue Sky Laws of all jurisdictions which are applicable to the issuance of the Shares pursuant hereto; during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, Tysa agrees (except to the extent that the FNTF shall otherwise consent in writing) that Tysa shall promptly notify FNTF of any event or occurrence or emergency that is not in the ordinary course of business of Tysa and that is material and adverse to the business of Tysa. Tysa shall not without the prior consent of FNTF (i) amend its Certificate of Incorporation in any manner that would materially adversely affect the SPA shall be considered closed for all purposes effective as rights of June 17holders of FNTF shares, 2009(ii) issue, and all obligations and conditions under deliver or sell or authorize or propose the SPA shall be fulfilled and satisfied by issuance, delivery or sale of, or purchase or propose the Seller purchase of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, except for the release and delivery by issuance of shares of its capital stock or options to purchase shares of its capital stock (A) in connection with privately negotiated sales of stock pursuant to corporate partnering arrangements in effect on the Escrow Agent date hereof, or (B) pursuant to stock option grants or exercises or other employee stock benefit plans, (iii) take, or agree in writing or otherwise to take, any action that would make any of the Purchaser representations, warranties or covenants of such number Tysa contained in this Agreement untrue or incorrect or prevent Tysa from performing or cause Tysa not to perform its covenants hereunder, or (iv) declare or pay any cash dividends or make any other cash distributions in respect of Shares as required to cover any adjustment as of its capital stock, or repurchase or otherwise acquire, directly or indirectly any shares of its capital stock (other than in connection with the repurchase of stock from terminated employees), that will result in the violation of the covenants set forth in the SPASection 8.1 of this Agreement; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ).

Covenants of the Parties. 8.1. Between the date of this Agreement and the Closing, Transworld Media and the Shareholders: (a) The Seller hereby agreeswill cause Transworld Media to afford to the Purchaser and its authorized representatives access, during normal business hours to all books, contracts, commitments and records of Transworld Media and will furnish such copies (certified if requested) thereof and such other information as the Purchaser may reasonably request, and will take such steps as may be necessary to permit the Purchaser and its authorized representatives to make such audit of the books of account of Transworld Media and such physical verification of the Business Assets as the Purchaser may reasonably see fit; (b) will diligently take all reasonable steps to obtain, prior to the Closing, all consents and approvals required to complete the transactions contemplated herein in accordance with the terms and conditions hereof including any consents, waivers and approvals as may be reasonably requested by the Purchaser; (c) will do any and all things reasonably necessary and use its best efforts, assist and fully cooperate with the Purchaser in its efforts to obtain the Approvals within the time limited hereunder; (d) will cause Transworld Media to conduct its Business and affairs diligently and only in the ordinary course, and preserve and maintain the goodwill of Transworld Media, the Business Assets and the Business; (e) will not permit Transworld Media to make or agree to make any payment to any director, officer, employee or agent of Transworld Media, except in the ordinary course of business and at the regular rates of salary and commission for such person or as reasonable reimbursement for expenses incurred by such person in connection with Transworld Media; (f) arrange a general meeting of its shareholders to be held as soon as practicable after execution hereof to consider and, if thought fit, approve the Arrangement, together with such other matters as Transworld Media and the Purchaser may agree prior to the date notice of such meeting is mailed to the Shareholders, including: (i) that approval of the SPA shall Reorganization as contemplated herein, including the change of name of Transworld Media upon the Continuation to "Trans Media, Inc."; (ii) the granting of rights of dissent to the Shareholders to the Continuation forming a part of the Reorganization, in accordance with the Business Corporations Act (BC); and (iii) such other matters pertaining to the transactions contemplated herein as may be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied reasonably requested by the Purchaser; the form of proxy materials for the general meeting to be completed to the satisfaction of the Purchaser, acting reasonably; and (iig) will use their best and reasonable efforts to deposit with obtain the Escrow Agent the following: a fully executed copy Approvals set out in paragraphs 5.1(a), (b), (c) and (d) above, and deliver written confirmation of the SPA; a certificate representing same, if any, to the thirty-five percent Purchaser. 8.2. Between the date of this Agreement and the Closing Date, the Purchaser will: (a) afford to Transworld Media and its authorized representatives access during normal business hours to all books, contracts, commitments and records of the Shares issued by Purchaser and will furnish such copies (certified if requested) thereof and such other information as Transworld Media may reasonably request, and will take such steps as may be necessary to permit Transworld Media and its authorized representatives to make such audit of the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor books of Purchaser with the number account of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in and such physical verification of the event assets of an Adjustment the Purchaser as specified in the SPA;Transworld Media may reasonably see fit; and (iiib) upon Purchaser’s satisfaction use its best efforts to obtain the Approvals set out in paragraph 5.1 (d) (if any), and deliver written confirmation of its obligations under the SPA and same, if any, to Transworld Media's Solicitor. 8.3. Upon execution of this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as responsible to prepare the Escrow Agent Disclosure Document, at the Purchaser's sole expense. 8.4. The Purchaser and Transworld Media shall each complete their own due diligence investigations contemplated by paragraphs 8.1 (a) and 8.2(a) herein, respectively, in order to satisfy themselves of the accuracy of each other's representations and warranties hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. within thirty (b30) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy days of the SPA; (iii) upon Seller’s satisfaction date of its obligations under the SPA and execution of this Agreement, Purchaser and shall send written notice affirming same each deliver to the Seller other written confirmation of its satisfactory completion of such investigations. Notwithstanding any such investigations, the representations and warranties of any party hereto shall survive the Closing Date and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized Closing, and directed to release to the Purchaser such number shall continue in full force and effect for a period of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )one year thereafter.

Covenants of the Parties. (a) The Seller Sellers hereby agreesjointly and severally agree as follows: (i) that the SPA shall be considered closed for all purposes effective as of June 17May ____, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the PurchaserBuyers, except for the full payment of the Purchase Price to the Sellers and the release and delivery to the Buyer of the fully executed Shares (together with stock powers, if applicable) in favor of Buyers as contemplated by this Agreement; and (ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA;and (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and deposit with the Escrow Agent;Agent certificates representing in the aggregate 93,750,000 Shares of the Company’s common stock owned by the Sellers, fully executed and endorsed in favor of Buyer (or together with Stock Powers fully executed by the Sellers in favor of Buyer) with medallion guarantees; and (iv) that the Escrow Agent is hereby authorized and directed to immediately release and deliver to the Purchaser such number of Shares as shall be required to be delivered to Buyer the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released Escrowed Certificates and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as any Stock Powers upon the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict Agent’s receipt of interest resulting from the Pruchaser also acting as the Escrow Agent hereunderEscrowed Funds. (b) Purchaser Buyer hereby agreesagrees as follows: (i) that the SPA shall be considered closed for all purposes effective as of June 17May _____, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by 10 the Escrow Agent Buyers of the fully executed Escrowed Certificates representing 93,750,000 Shares (together with stock powers, if applicable) in favor of Buyer and the payment of the Escrowed Funds to the Purchaser of such number of Shares Seller as required to cover any adjustment as set forth in the SPAcontemplated by this Agreement; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA;; and (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreementthat at me Closing date, Purchaser if shall send written notice affirming same to the Seller and deposit into the Escrow Agentthe Twenty Seven Thousand Five Hundred Dollars ($27,500) as the Escrowed Funds hereunder; and (iv) that at the Closing date, it shall deliver to the Escrow Agent the fully executed Proxy; and (v) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered Seller the Escrowed Funds in exchange for the immediate release and delivery to the Purchaser in Buyer of the event Escrowed Certificates together with any Stock Powers representing an aggregate of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )93,750,000 Shares.

Covenants of the Parties. 8.1 Between the date of this Agreement and the Effective Date, 3 Ocean will cause Vencash to afford to the Company and its authorized representatives access during normal business hours to all books, contracts, commitments, records of Vencash and will furnish such copies (acertified if requested) The Seller hereby agreesthereof and other information as the Company may reasonably request and will take such steps as may be necessary to permit the Company and its authorized representatives to make such audit of the books of account of Vencash and such physical verification of the B will diligently take all reasonable steps to obtain prior to the Effective Date, all consents and approvals required to complete the transactions, contemplated herein in accordance with the terms and conditions hereof including any consents, waivers and approvals as requested by Westsphere or Westsphere's solicitor; will do any and all things reasonably necessary and use their best efforts, assist and fully co-operated with Westsphere in its effort to obtain the approvals within the time limited hereunder; 8.2 Between the date of this Agreement and the Effective Date, Westsphere will: afford to 3 Ocean and its authorized representatives access during normal business hours to all books, contracts, commitments, records of Westsphere and will furnish such copies (certified if requested) thereof and other information as 3 Ocean may reasonably request and will take such steps as may be necessary to permit 3 Ocean and its authorized representatives to make such audit of the books of account of Westsphere and such physical verification of the assets of the Westsphere as 3 call a general meeting of its shareholders to be held as soon a practicable after execution hereof to consider and, if thought fit, approve resolutions respecting the following matters together with such amendments as Westsphere may specify prior to the date notice of such meeting is mailed to Westsphere's shareholders: (i) that approval of the SPA shall be considered closed exchange of the Westsphere Shares for all purposes effective as the Vencash Shares, the total issued and allotted shares of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the PurchaserVencash being 100 organized shares; and (ii) such other matters pertaining to deposit with the Escrow Agent transactions contemplated herein as may be reasonably requested by Westsphere, the following: a fully executed copy form and proxy materials for the meeting to be completed to the satisfaction of the SPAWestsphere; a certificate representing the thirty-five percent deliver written confirmation of each of the Shares issued foregoing, if any, to 3 Ocean; and attend to all corporate matters to carry out and implement this Agreement as soon as possible. 8.3 Westsphere and 3 Ocean shall each complete their own due diligence investigations contemplated by Purchaser subparagraphs 8.1(a) and 8.2(a) herein respectively in order to satisfy themselves of the accuracy of each other's representations and warranties hereunder, within thirty (30) days of the date of this Agreement and shall each deliver to the Seller pursuant other written confirmation of their satisfactory completion of such investigations. Notwithstanding any such investigations, the representations and 8.4 The parties agree to make or cause Westsphere to make such joint elections under the Income Tax Act with respect to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy exchange of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA Westsphere shares or any other matters as may be reasonably requested by Vencash and this Agreement, Purchaser shall send written notice affirming same to the Seller execute and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed file such documents as may be necessary to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )give effect thereto.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. From the date hereof until the Closing Date, except (x) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (y) as may be required by a Regulatory Authority or applicable law or (z) as contemplated hereby, Seller (a) The Seller hereby agrees:will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its relationships generally with Branch Employees and depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) will use its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) that Increase or agree to increase the SPA shall be considered closed for all purposes effective as salary or wage rate of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Purchaser; andany Milford Road Branch Employee; (ii) to deposit with Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions for the Escrow Agent the following: a fully executed copy benefit of the SPA; a certificate representing Branch Employees, other than (A) (i) in the thirty-five percent ordinary course of the Shares issued business pursuant to actions that apply uniformly to similarly situated other employees of Seller and its Affiliates or (ii) for retention bonuses as proposed by Seller and agreed to by Purchaser to the be paid by Seller pursuant subsequent to the SPA; Closing Date, and a Stock Power executed by the Seller (B) that would not result in favor of Purchaser with the number of shares to be filled any material increase in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPAliability for Purchaser; (iii) upon Purchaser’s satisfaction (A) Transfer any Milford Road Branch Employee to another branch, facility or office of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow AgentSeller; (iv) that Hire any employee for any of the Escrow Agent is hereby authorized Branches other than in the ordinary course and directed to release consistent with past practices, including, with respect to the Purchaser such number type of Shares as shall be required to be delivered to position filled and the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released compensation and delivered to the Purchaser within no later than 15 days following Purchaser’s request)benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict practices of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder.Seller; (bvi) Purchaser hereby agrees:Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at the Branches in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request where it would be customary banking practice to honor such request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan (a “Pledged Deposit”) or (C) the deposits of Mount Airy Casino; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.7; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, manage, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter the Milford Road Branch; (xiv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xv) Agree with, or commit to, any person to do any of the things described in clauses (i) that the SPA shall be considered closed for all purposes effective through (xiv) except as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and (ii) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )contemplated hereby.

Covenants of the Parties. (a) The Seller hereby agrees: (i) covenants that it will make available to Buyer an employee of Seller who is knowledgeable about the SPA shall be considered closed Willow Lake business for consultation up to 10 hours per week, for 12 months from the Closing Date. Buyer will pay all purposes effective as travel and other out of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied pocket expenses incurred by the Purchaser; and (ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser such employee in the event fulfillment of an Adjustment as specified in such consultation services, which expenses shall not include the SPA; (iii) upon Purchaser’s satisfaction of its obligations under the SPA employee's salary, bonuses, benefits, contributory health insurance, payroll taxes and this Agreement, Seller shall send written notice affirming same other costs incidents to the Purchaser and the Escrow Agent; (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); (v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunderall Seller's employees. (b) Purchaser hereby agrees:Seller covenants that it will continue to operate the Willow Lake line of products business in the usual and customary manner until the Closing Date. (c) Seller covenants that it will not sell products designed to compete with the Willow Lake Products in the United States for a period of five (5) years from the Closing Date. For the purposes of this Agreement, products designed to compete with the Willow Lake Products shall be defined as any new line of hair care products (of the type listed on Schedule A), which include herbal ingredients and are primarily marketed by means of advertising the "herbal" and "natural" characteristics of such line of products. Products shall not be deemed to compete with Willow Lake Products solely because they contain ingredients that are or could be considered as "herbal" or "natural," provided such ingredients are shown only on the ingredient listing of the package. Seller also covenants that it will not sell products copying the formulas of any of the Willow Lake Products, regardless of whether Seller markets the products primarily by means of advertising the "herbal" and "natural" characteristics of such products. (d) Seller covenants that it will not use any of the trademarks, tradenames, trademark rights, trade dress or copyrights listed on Schedule A and assigned to the Buyer hereunder, as long as the Buyer, or its successors and assigns, shall have legal rights in such trademarks, tradenames, trademark rights, trade dress and copyrights. (i) For six months following Closing, subject to (iii) below, Seller covenants that it will accept all returns of products (including returns and damages), chargebacks, credits or allowances of every kind, including, without limitation, such allowances as slotting allowances, new store allowances, planogram allowances, arising from products manufactured, sold or otherwise conveyed or granted by Seller bearing or using the SPA trademarks or copyrights listed on Schedule A hereto, from the trade, whether received from the trade by Seller or Buyer. Seller will credit or otherwise fully satisfy the claims of the parties returning such products, or credit Buyer who shall satisfy the claims, in the event the products are returned to, or credits demanded from Buyer. However, for the second 3 months following Closing, Buyer shall be considered closed responsible for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent any such credits totaling during such period to the Purchaser of such number of Shares as required to cover less than $5,000.00 from any adjustment as set forth in the SPA; andone account. (ii) Buyer may deduct any such credits or allowances paid or credited by Buyer from any monies owed to deposit with Seller. Any such credits due Buyer which exceeds the Escrow Agent a fully executed copy amount owed to Seller, shall be paid within 30 days of the SPA;billing to Seller. Buyer shall promptly advise Seller of all credits or allowances paid or credited by Buyer which it seeks to deduct from monies owed to Seller or to invoice to Seller. (iii) upon With regard to any audits conducted or credits withheld by Seller’s satisfaction 's accounts after Closing, for Willow Lake Products sold by Seller prior to Closing, Seller's liability shall be for the full amount that any such audit finds to be due or any such credits withheld, regardless of its obligations how long after Closing the audit and claim for credit takes place. 5.2 Buyer covenants that it will use commercially reasonable efforts to optimize the profits of Willow Lake Products during the time period for which royalties are due to Seller under the SPA and this Agreement. Buyer will not suspend, Purchaser shall send written notice affirming same to depress or delay any sales which optimize profits of Willow Lake Products for a period of one year from the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ).Closing Date. Exhibit 10.1-15

Covenants of the Parties. The Golden Books Entities, Sxxxxx, GPH, the Informal Senior Note Committee, the Informal TOPrS Committee and each of the respective members thereof, hereby covenants to one another to use their reasonable best efforts to, as expeditiously as possible, and subject to the terms of this Agreement, carry out the following: (a) The Seller hereby agrees:prepare the Plan, which shall contain the principal terms and conditions set forth on Exhibit "A" attached hereto and made a part hereof, and all documentation related thereto (including, without limitation, the indenture, security agreements and guarantees regarding the New Senior Notes (as defined on Exhibit "A" attached hereto), a disclosure statement pursuant to Section 1125 of the Bankruptcy Code containing information which is not materially inconsistent with the information heretofore provided to the financial advisors to the Informal Senior Note Committee and the Informal TOPrS Committee, respectively (the "Disclosure Statement"), and the new Sxxxxx employment Agreement (as described on Exhibit "A" attached hereto)); (b) as promptly as reasonably practicable, but in any event not later than the periods set forth in paragraph 2 hereof, the Golden Books Entities shall (i) file voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, and as promptly as reasonably practicable thereafter or contemporaneously therewith, file the Plan, a proposed interim order to approve of debtor-in-possession financing (the "DIP Order") (both substantially in the forms attached as Exhibit "B" hereto), the Disclosure Statement, financial projections to be attached as an exhibit to the Disclosure Statement (the "Projections"), and such other documents as may be necessary and appropriate in order to effectuate the Plan, (ii) proceed in good faith to obtain confirmation and consummation of the Plan consistent with at least the timetable set forth in paragraph 2 hereof, and (iii) support the Plan in good faith; provided, however, that the SPA obligations of the Golden Books Entities hereunder shall not be considered closed for all purposes effective interpreted so as of June 17, 2009, and all obligations and conditions to require them to act in a manner which is not consistent with their fiduciary duties under the SPA shall Bankruptcy Code and applicable law ; provided, further, however, that if the Golden Books Entities, pursuant to the preceeding proviso or otherwise, act in a manner materially inconsistent with this Agreement or the provisions contained in Exhibit A or B hereto, this Agreement may be fulfilled and satisfied by the Purchaserterminated pursuant to paragraph 2 hereof; and (c) the Informal Senior Note Committee, the Informal TOPrS Committee, and each of the respective members thereof, Sxxxxx and GPH shall (i) support confirmation of the Plan (including, without limitation, providing a recommendation in the Disclosure Statement that creditors vote to accept the Plan), (ii) not vote against, object to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser or support an objection to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA; Plan, (iii) upon Purchaser’s satisfaction not vote for, consent to, support or participate in any modification of its obligations under the SPA and this AgreementPlan or the severance of any provision thereof that is determined to be invalid, Seller shall send written notice affirming same void or unenforceable (unless such modification or the severance of such provision has been agreed to in writing by each of the Purchaser and the Escrow Agent; parties hereto), (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser not vote for, consent to, support or participate in the event formulation of, and shall vote against, any other plan of an Adjustment as specified in reorganization for any or all of the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request); Golden Books Entities, (v) oppose any motion (A) seeking to file any other plan of reorganization for any or all of the Golden Books Entities or (B) to shorten or terminate the initial 120-day exclusive period to file a plan of reorganization provided to the Golden Books Entities under Section 1121 of the Bankruptcy Code, without the express written consent of the Golden Books Entities (which consent may or may not be given by the Golden Books Entities in their sole and acknowledges absolute discretion, and (vi) not file, consent to, join or otherwise support any motion to (A) convert the Chapter 11 case of any or all of the Golden Books Entities to Chapter 7 liquidations, (B) dismiss any or all of the Golden Books Entities' Chapter 11 cases, (C) appoint a Chapter 11 trustee or examiner in any or all of the Golden Books Entities' Chapter 11 cases, or (D) vacate the automatic stay imposed pursuant to Section 362 of the Bankruptcy Code to foreclose on any collateral or to otherwise take action inconsistent with the terms and provisions of this Agreement; provided, however, that the Purchaser shall be acting as obligations of the Escrow Agent hereunderInformal Senior Note Committee and the Informal TOPrS Committee, and further acknowledges each of the respective members thereof, Sxxxxx and GPH shall not be interpreted so as to require such parties to act in a manner which is not consistent with their fiduciary duties under applicable law. The Informal Senior Note Committee, the Informal TOPrS Committee, and each of the respective members thereof, Sxxxxx and GPH each hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder. (b) Purchaser hereby agrees: (i) agrees that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions distributions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser Plan in respect of such number of Shares as required to cover any adjustment as set forth in person's claims against, or interests in, the SPA; and (iiGolden Books Entities is fair and equitable under Section 1129(b) to deposit with the Escrow Agent a fully executed copy of the SPA; (iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and (iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request )Bankruptcy Code.