Common use of Description of Material Contracts Clause in Contracts

Description of Material Contracts. SCHEDULE 4(L) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (m) brokerage or finder's agreements; (n) joint venture agreements; and (o) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,000. The Acquired Company has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the parties or any event that, with notice, lapse of time or both, would constitute a default by any of the parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing.

Description of Material Contracts. SCHEDULE 4(L(i) Schedule 3(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all certain Contracts, which are representative of the Contracts entered into by IPS and its customers. Other agreements, contracts Contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company IPS is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company IPS of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one personPerson; (g) agreements, orders or commitments for the sale by the Acquired Company IPS of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts Contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts Contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company IPS of more than $5,000. The Acquired Company 25,000. (ii) IPS has made available to the Buyer complete and correct BBLU copies of all written agreements, contractsContracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contractsContracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contractsContracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company IPS is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contractContract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business under any such contractContract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)To the IPS Stockholders’ Best Knowledge, no consent of any party is required under any such contractContract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contractsContracts, agreements, leases or commitments held in the name of any of the Sellers IPS Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company IPS prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L). (iii) To the IPS Stockholders’ Best Knowledge, each contractContract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of IPS and the respective parties to such agreements, and there is not, under any such contractContract, lease, instrument or commitment, any existing default by any of the IPS or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the IPS or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contractsContracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company IPS prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on . (iv) To the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledgeIPS Stockholders’ Best Knowledge, the material suppliers, customers and clients of the Acquired Company IPS will continue to supply and purchase from the Acquired Company IPS after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of certain contracts, which are representative of the contracts entered into by the Company and its customers. Said Schedule shall include copies of all manufacturers rep and/or distributor agreements. Other agreements, contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,00025,000. The Acquired Company has made available to the Buyer complete and correct BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business for a service business serving a large customer base under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)To the Stockholders’ best knowledge, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer Newco or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L), each Each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Company and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Company or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Company or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer Newco or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on To the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the Company’s best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. To the best of Sellers' knowledge, --------------------------------- SCHEDULE 4(L4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (m) brokerage or finder's agreements; (n) joint venture agreements; and (o) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Sellers' knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(14(l), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L4(l), to the best of Sellers' knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L4(l), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(LSchedule 3(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all certain contracts, which are representative of the contracts entered into by the Company and its customers. Other agreements, contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,00025,000. The Acquired Company has made available to the Buyer complete and correct BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business for a service business serving a large customer base under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)To the Stockholders’ best knowledge, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L)To the Stockholders’ best knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Company and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Company or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Company or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreementThe lease dispute disclosed to Buyer may be an exception, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which but it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, has no adverse consequences to the Company, at this time. To the Stockholders’ best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, types written or, oral, . to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000__,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer and BBLU complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 5(j) of this Agreement, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 4(b)(i) of this Agreement, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, contains any provision which materially adversely affects or in the future may (so far as the Sellers Stockholders and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' Stockholders’ knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. (i) SCHEDULE 4(L) 5.13 contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts contracts, instruments and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, or oral, to which the Acquired Company Intrex is a party, under which it Intrex has any rights or by which it Intrex or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00060,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Intrex of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Intrex of its their products or services exceeding $5,000200,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Intrex of more than $5,000. The Acquired Company 25,000. (ii) Intrex has made available to the Buyer FiberChem complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Intrex's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 5.13, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Intrex is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has have been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 5.13, or in the express terms of any written contract, agreement, commitment, obligation or undertaking, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. . (iii) Except as otherwise set forth in SCHEDULE 4(L)Schedule 5.13, to the best of Intrex's knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, except to the extent it terminates or is terminable by its terms, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Intrex or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Intrex or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing.

Description of Material Contracts. SCHEDULE 4(LSchedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer complete and correct BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 5(j) of this Agreement, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 4(b)(i) of this Agreement, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L)Schedule 4(u) of this Agreement, contains any provision which materially adversely affects or in the future may (so far as the Sellers Stockholders and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' Stockholders’ knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(L(i) Schedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all certain Contracts, which are representative of the Contracts entered into by XXXX and its customers. Other agreements, contracts Contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company XXXX is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company XXXX of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one personPerson; (g) agreements, orders or commitments for the sale by the Acquired Company XXXX of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts Contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts Contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company XXXX of more than $5,000. The Acquired Company 25,000. (ii) XXXX has made available to the Buyer complete and correct BBLU copies of all written agreements, contractsContracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contractsContracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contractsContracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company XXXX is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contractContract, agreement, commitment, obligation or undertaking. There has have been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business for a service business serving a large customer base under any such contractContract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1). (iii) To the XXXX Stockholders’ Best Knowledge, no consent of any party is required under any such contractContract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contractsContracts, agreements, leases or commitments held in the name of any of the Sellers XXXX Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company XXXX prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L). (iv) To the XXXX Stockholders’ Best Knowledge, each contractContract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of XXXX and the respective parties to such agreements, and there is not, under any such contractContract, lease, instrument or commitment, any existing default by any of the XXXX or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the XXXX or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contractsContracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company XXXX prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on . (v) To the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledgeXXXX Stockholders’ Best Knowledge, the material suppliers, customers and clients of the Acquired Company XXXX will continue to supply and purchase from the Acquired Company XXXX after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. SCHEDULE 4(L4(l) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company Corporation is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (ai) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (bii) employment and consulting agreements with annual compensation in excess of $40,000; (ciii) collective bargaining agreements; (div) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (ev) sales agency, manufacturer's representative or distributorship agreements; (fvi) agreements, orders or commitments for the purchase by the Acquired Company Corporation of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (gvii) agreements, orders or commitments for the sale by the Acquired Company Corporation of its products or services exceeding $5,000; (hviii) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed unscheduled contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (iix) agreements relating to research; (jx) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (kxi) agreements relating to the payment of royalties; (lxii) seed purchase contracts or other contracts with growers; (mxiii) brokerage or finder's agreements; (nxiv) joint venture agreements; and (oxv) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Corporation of more than $5,000. The Acquired Company Corporation has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All Except as set forth in SCHEDULE 4(1), all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L4(l), all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Corporation is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1), no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company Corporation prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L4(l), each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of the Corporation and the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Corporation or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Corporation or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company Corporation prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company Corporation is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company Corporation can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company Corporation following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company Corporation will continue to supply and purchase from the Acquired Company Corporation after the Closing.

Description of Material Contracts. SCHEDULE 4(L(i) Schedule 4(u) of this Agreement contains a complete --------------------------------- and correct list as of the date hereof of all certain Contracts, which are representative of the Contracts entered into by GXXX and its customers. Other agreements, contracts Contracts and commitments, obligations and understandings which understanding are not set forth in any other Schedule Schedules delivered hereunder, of the following types, types written or, oral, or oral to which the Acquired Company GXXX is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00050,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's ’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company GXXX of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one personPerson; (g) agreements, orders or commitments for the sale by the Acquired Company GXXX of its products or services exceeding $5,00025,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts Contracts for such agreements or commitments does not exceed $5,000 25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's ’s agreements; (nl) joint venture agreements; and (om) other agreements, contracts Contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company GXXX of more than $5,000. The Acquired Company 25,000. (ii) GXXX has made available to the Buyer complete and correct BBLU copies of all written agreements, contractsContracts, commitments, obligations and undertakings, together with all amendments theretothereto that are in its possession, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contractsContracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L), all parties to, or otherwise bound by, such agreements, contractsContracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company GXXX is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contractContract, agreement, commitment, obligation or undertaking. There has have been no threatened cancellations thereof, and there are no outstanding disputes disputes, other than in the Ordinary Course of Business for a service business serving a large customer base under any such contractContract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1). (iii) To the GXXX Stockholders’ Best Knowledge, no consent of any party is required under any such contractContract, agreement, commitment, obligation or undertaking undertaking, which would make such agreements not binding and in full force and effect as of the Closing Date. Any contractsContracts, agreements, leases or commitments held in the name of any of the Sellers GXXX Stockholders and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company GXXX prior to the Closing Date. Except as otherwise set forth in SCHEDULE 4(L). (iv) To the GXXX Stockholders’ Best Knowledge, each contractContract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, in full force and effect and is and will constitute a valid and binding obligation of GXXX and the respective parties to such agreements, and there is not, under any such contractContract, lease, instrument or commitment, any existing default by any of the GXXX or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the GXXX or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contractsContracts, leases or commitments held in the names of any of the Sellers Stockholders and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company GXXX prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on . (v) To the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledgeGXXX Stockholders’ Best Knowledge, the material suppliers, customers and clients of the Acquired Company GXXX will continue to supply and purchase from the Acquired Company GXXX after the Closing, except as may change in the Ordinary Course of Business.

Description of Material Contracts. (i) SCHEDULE 4(L) 4.13 contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts contracts, instruments and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, or oral, to which the Acquired Company Intrex is a party, under which it Intrex has any rights or by which it Intrex or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00060,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Intrex of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Intrex of its their products or services exceeding $5,000200,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Intrex of more than $5,000. The Acquired Company 25,000. (ii) Intrex has made available to the Buyer FiberChem complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Intrex's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 4.14, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Intrex is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has have been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 4.13, or in the express terms of any written contract, agreement, commitment, obligation or undertaking, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. . (iii) Except as otherwise set forth in SCHEDULE 4(L)Schedule 4.13, to the best of Intrex's knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, except to the extent it terminates or is terminable by its terms, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Intrex or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Intrex or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing.

Description of Material Contracts. (i) SCHEDULE 4(L) 4.13 contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts contracts, instruments and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, or oral, to which the Acquired Company Pandel is a party, under which it Pandel has any rights or by which it Pandel or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,00060,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company Pandel of materials, supplies or finished products exceeding $5,000 25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company Pandel of its their products or services exceeding $5,000200,000; (h) agreements or commitments for capital expenditures in excess of $5,000 25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 50,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (mk) brokerage or finder's agreements; (nl) joint venture agreements; and (om) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company Pandel of more than $5,000. The Acquired Company 25,000. (ii) Pandel has made available to the Buyer FiberChem complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All To the best of Pandel's knowledge, all such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclosed in SCHEDULE 4(L)Schedule 4.13, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations required to be performed by them to date and the Acquired Company Pandel is not in default and no event, occurrence, condition or act exists which gives rise to (or which with notice or the lapse of time, or both, could result in) a default or right of cancellation, acceleration or loss of contractual benefits under, any such contract, agreement, commitment, obligation or undertaking. There has have been no threatened cancellations thereof, and there are no outstanding disputes under any such contract, agreement, commitment, obligation or undertaking. Except as set forth in SCHEDULE 4(1)Schedule 4.13, or in the express terms of any written contract, agreement, commitment, obligation or undertaking, no consent of any party is required under any such contract, agreement, commitment, obligation or undertaking which would make such agreements not binding and in full force and effect as of the Closing Date. Any contracts, agreements, leases or commitments held in the name of any of the Sellers and set forth in the Schedules hereto shall be assigned to either the Buyer or the Acquired Company prior to the Closing Date. . (iii) Except as otherwise set forth in SCHEDULE 4(L)Schedule 4.13, to the best of Pandel's knowledge, each contract, lease, instrument and commitment required to be described in the Schedules hereto is, on the date hereof, and will be at the Closing, except to the extent it terminates or is terminable by its terms, in full force and effect and is and will constitute a valid and binding obligation of the respective parties to such agreements, and there is not, under any such contract, lease, instrument or commitment, any existing default by any of the Pandel or such other parties or any event that, with notice, lapse of time or both, would constitute a default by any of the Pandel or such other parties in respect of which adequate steps have not been taken to cure such default or to prevent a default from occurring or continuing. Any contracts, leases or commitments held in the names of any of the Sellers and listed on the Schedules shall be assigned either to the Buyer or the Acquired Company prior to the Closing Date. No agreement, contract, commitment, obligation or undertaking listed on the Schedules hereto to which the Acquired Company is a party or by which it or any of its properties is bound, except as specifically set forth in SCHEDULE 4(L), contains any provision which materially adversely affects or in the future may (so far as the Sellers and the Acquired Company can reasonably now foresee) materially adversely affect the condition, properties, assets, liabilities, business, operations or prospects of the Acquired Company following the date hereof and upon the Closing Date. Furthermore, to the best of the Sellers' knowledge, the material suppliers, customers and clients of the Acquired Company will continue to supply and purchase from the Acquired Company after the Closing.