Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein). (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole Stockholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a3.13 (a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a) or as contemplated by Section 7.6 of this Agreement, there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on an Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole Stockholderor any Principal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31June 28, 20031998, the Company has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, rates and the withholding and payment of taxes from compensation, except as would not have a Company Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate, and there have been no claims made or, to the best knowledge of the Company or any Principal Shareholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing or arising out of, relating to or alleging any violation of Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, or any other laws prohibiting discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees employees or potential employees. Except as disclosed in Schedule 3.13(b), and there have been no claims made or, to the knowledge of the Company or the Sole Stockholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholderany Principal Shareholder, threatened between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderPrincipal Shareholders, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each Except as set forth on Schedule 3.13(d) and except for such failures as may be corrected without resulting in a Company Material Adverse Effect or a fine or penalty in excess of $10,000 individually or in the aggregate, the provisions of each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan and which is intended to meet the requirements of Section 401(a) of the Code meet such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No ; no Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employees. No Former Employees; no event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None . (e) Neither the Company nor any corporation or other trade or business under common control with the Company (as determined pursuant to Section 414(b) or (c) of the Code) (a "Common Control Entity") has maintained or contributed to or in any way directly or indirectly has any liability (whether contingent or otherwise) with respect to any "multiemployer plan," within the meaning of Section 3(37) of ERISA; no Benefit Plans is Plan or similar benefit plan of any Common Control Entity has been subject to Title IV of ERISA; neither the Company nor any Common Control Entity is a party to or has any liability under any agreement imposing secondary liability on it as a seller of the assets of a business in accordance with Section 4204 of ERISA or under any other provision of Title IV of ERISA or other agreement; no contingent or other liability with respect to which the minimum funding requirements Company has or could have any liability exists under Title IV of ERISA to the Pension Benefit Guaranty Corporation ("PBGC") or to any Benefit Plan; and no assets of the Company are subject to a lien under Sections 4064 or 4068 of ERISA. Except as indicated on Schedule 3.13(e), the Company has no obligation to provide medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986 or applicable state medical benefits continuation law. Except as disclosed in Schedule 3.13(e), the Company will not incur any liability under any severance agreement, deferred compensation agreement, employment or similar agreement as a result of the consummation of the transactions contemplated by this Agreement. (f) Except as set forth on Schedule 3.13(f), none of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not waived); there have been no "prohibited transactions," within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA that would have a Company Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate; none of the Benefit Plans are subject to Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No each Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationhas, in all material respects, been administered to date in compliance in all material respects with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all requirements documents, contracts or agreements pursuant to which such Benefit Plan is maintained; all reports and information required to be filed with the Department of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA Labor, the IRS, the PBGC or 4975 of the Code) plan participants or beneficiaries with respect to any Benefit Plan for which have been timely filed; there is no exception is applicable. (h) There are no actionsdispute, suits arbitration, claim, suit, or claims (other than routine claims for benefits) grievance, pending or, to the best knowledge of the Company or threatened any Principal Shareholder, threatened, involving any a Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims Plan (other than routine claims for benefits), and, to the best knowledge of the Company or any Shareholder, there is no basis for such a claim; none of the Benefit Plans nor any fiduciary thereof has been the subject of a order or investigation or examination by a governmental agency and there are no matters pending before the IRS, the Department of Labor, the PBGC or any other domestic or, to the best knowledge of the Company or any Principal Shareholder, foreign governmental agency with respect to a Benefit Plan; there have been no claims, or notice of claims, filed under any fiduciary liability insurance policy covering any Benefit Plan; and there has been and will be no "excess parachute payment" (as that term is defined in Section 28OG(b)(1) of the Code) to any of the Employees as a result of the consummation of the transactions contemplated hereby.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salarysalary (including any amounts due but not yet paid to such Employee), the amount of any bonuses bonuses, commissions or other compensation (i) paid since December 31, 2003 2004 to such EmployeeEmployee and (ii) potentially earned but not yet paid or potentially due to such Employee following the Closing, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. Any salary, commissions, quarterly bonuses, accrued sick pay, accrued vacation pay and any other amounts due to Employees by the Company for the period ending June 30, 2005 have been paid by the Company or are properly reflected as a liability of the Company in the Balance Sheet. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to To the knowledge of the Company and the Sole StockholderCompany, no Employee has indicated a desire to terminate his or her employment, or has any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since Since December 31, 20032004, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except Employees other than in the ordinary course of business consistent with past practicebusiness, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practicebusiness, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, the American with Disabilities Act, and all comparable state laws, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole StockholderCompany, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole StockholderCompany, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any entity that would be deemed a “single employer” with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “IRS”) with respect to each plan and trust and each amendment thereto (except with respect to amendments to which the remedial amendment period for adopting such plan’s qualified status under the Code, plan amendments has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan not yet expired); and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Each Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in either has timely filed all reports required under Section 104(a) of ERISAERISA or was exempt from such annual reporting requirements. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans of the Company is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, or (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationThere is no agreement, in all material respectsplan or arrangement covering any employee or independent contractor or former employee or independent contractor of the Company that considered individually or considered collectively with any other such agreement, in compliance with all requirements plan or arrangement, will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the transactions contemplated by the Agreement that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation ever paid since December 31, 2003 to such Employee, the date of employment of such Employee and Employee, the accrued vacation time of such Employee and a description of the annual total compensation arrangements currently applicable to such Employee. Except as set forth on Schedule 3.13(a), no employee is entitled to any bonus compensation. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on in Schedule 3.13(a3.12(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholderor any Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein). (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, except as would not, individually or in the aggregate, have a Company Material Adverse Effect or result in a fine or penalty in excess of $5,000 individually or in the aggregate, and there have been no claims made or, to the knowledge of the Company or the Sole Stockholderany Shareholder, threatened threatened, thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholderany Shareholder, threatened threatened, between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole StockholderShareholders, threatened threatened, with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list The Company has never maintained any of each the following for the benefit of any person: defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each or any other employee benefit plan, program or arrangement, including, without limitation, each “any "employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” Except as indicated on Schedule 3.13(e), the Company has no obligation to provide medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986 or applicable state medical benefits continuation law. Except as disclosed in Schedule 3.13(e), the Company will not incur any liability under any severance agreement, deferred compensation agreement, employment or similar agreement as a result of the consummation of the transactions contemplated by this Agreement. (e) There has been and will be no "excess parachute payment" (as that term is defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9280G(b)(1) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 to any of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B as a result of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies consummation of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiariestransactions contemplated hereby. (f) All Benefit Plans comply Except as indicated in Schedule 3.13(f), all employees, consultants, sales representatives and have been administered other agents employed or engaged by the Company are legally able to be employed or engaged in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable theretothe United States to the full extent necessary to perform their duties to the Company. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a3.13 (a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and or the Sole StockholderPrincipal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31November 30, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole StockholderPrincipal Shareholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole StockholderPrincipal Shareholder, threatened between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole StockholderPrincipal Shareholder, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each Except as set forth on Schedule 3.13(d), each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan and which is intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No ; no Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employees. No Former Employees; no event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefitsThere is no agreement, including, without limitation, death, medical plan or severance benefits, with respect to current arrangement covering any employee or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current independent contractor or former employee or director independent contractor of the Company that considered individually or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationconsidered collectively with any other such agreement, in all material respectsplan or arrangement, in compliance with all requirements will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the Merger that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all each current employees employee of the Company or any Subsidiary (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31November 30, 2003 2000 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company or any Subsidiary to any officer, director, employee, agent or consultant of the CompanyCompany or any Subsidiary, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanyCompany and its Subsidiaries. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None To the best knowledge of the Shareholder and except as set forth on Schedule 3.13(a), none of the Employees has, to the knowledge of the Company and the Sole Stockholder, has indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31November 30, 20032000, neither the Company nor any Subsidiary has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practiceEmployee, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees Employee upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), each of the Company and its Subsidiaries has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole Stockholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).employment

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto 2.13 sets forth the names of all current employees of Seller, other than temporary employees, as of the Company date of this Agreement (the “"Employees”") and and, with respect to each Employee, such Employee’s 's job title, title and the location date of commencement of employment of such Employee. Seller has accrued on its books and records all obligations for salaries, such Employee’s current salaryvacations, the amount of any bonuses or benefits and other compensation paid since December 31with respect to its Employees and any of its Former Employees (as that term is hereinafter defined), 2003 to such Employeethe extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and have never offered, retiree health and insurance benefits to Employees and Former Employees, and Seller does not have any liabilities (contingent or otherwise) with respect thereto. Except as set forth in the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability2.13, if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company Seller to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanyParty. Complete and correct copies of all material written agreements (orwith or concerning Employees, in the case of oral including, without limitation, union and collective bargaining agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the ParentBuyer, and a list of all such agreements and policies is set forth on in the Schedule 3.13(a)2.13. None of the Employees has, to the best knowledge of the Company and the Sole Seller such Seller Stockholder, indicated a desire to terminate his or her employmentemployment other than at normal retirement age, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on in the Schedule 3.13(a) hereto2.13, since December 31September 30, 20031999, the Company Seller has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Company To the best knowledge of Seller or such Seller Stockholder, Seller has complied at all times and in all material respects with all laws, statutes, rules and regulations applicable with respect to employees in each of the jurisdictions in which it operates and/or does business. Except as disclosed in the Schedule 2.13, Seller has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family Medical Leave Act, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules statutes and regulations governing payment of minimum wages and overtime rates, labor standards, working conditions, the withholding and payment of taxes Taxes or any other kind of governmental charge from compensation, terms and conditions of employment, workplace safety, workers' compensation, disability pay, social benefits whether or not imposed by a governmental program, discriminatory practices practices, including, without limitation, with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees employees or potential employeesemployees (collectively, the "Employee Laws"), and there have been no claims made or, to the knowledge of the Company Seller or the Sole such Seller Stockholder, threatened thereunder against the Company Seller arising out of, of or relating to or alleging any violation of any of the foregoing. There Seller has complied in all material respects with the employment eligibility verification form requirements under the Immigration and Naturalization Act, as amended ("INA"), with respect to Employees, and Seller has complied with the paperwork provisions and anti-discrimination provisions of the INA and Seller has obtained and maintained the employee records and I-9 forms with respect to the Employees in proper order as required by law. Seller is not currently employing any Employees who are not citizens of the United States and who are not authorized to work in the United States. To the best knowledge of Seller and such Seller Stockholder, there are no material controversies, strikes, work stoppages, picketing picketing, filed grievances, job actions, unfair labor practice charges, investigations, complaints, disputes or disputes other proceedings pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company Seller and any of the Employees or former employeesFormer Employees (as defined below); no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including Employees in connection with their employment with Seller; neither Seller nor such Selling Stockholder has any “leased employees” (within the meaning knowledge of Section 414(n) of the Code); no any organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the no consent of no any labor union or other collective bargaining unit representing Employees is required to consummate the transactions contemplated by this Agreement; and Seller has not incurred any liability under the Worker Adjustment Retraining Notification Act ("WARN") or similar state and local laws. (c) Except for temporary clerical personnel, none of the Employees are "leased employees" within the meaning of Section 414(h) of the Code. Schedule 3.13(c) hereto 2.13 sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation planprogram or arrangement, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees supplemental retirement plan or “leased employees” (within the meaning of Section 414(n) of the Code)arrangement, vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), medical or life insurance plan, providing benefits to any Employee, retiree or Former Employee or any of their dependents, survivors or beneficiaries, employee stock option, stock appreciation rights option or stock purchase plan, severance pay pay, termination or salary continuation plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been is maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) Seller for the benefit of or relating to any of the Employees or to any former employees of Seller (the "Former Employees") or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or and for which the Company or Seller could reasonably have any ERISA Affiliate has any liability or contingent liabilityliabilities, all of which are hereinafter referred to as the “"Benefit Plans.”" None of Buyer, Merger Sub nor Seller will incur any liability under any severance agreement, deferred compensation agreement, employment agreement, similar agreement or Benefit Plan solely as a result of the consummation of the transactions contemplated by this Agreement. (d) Each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from U.S. Federal income Tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “IRS”) IRS after January 1, 1994 with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the each plan and nothing has occurred trust and each amendment thereto; and since the date of such determination letter that could reasonably be expected there are no circumstances which are likely to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section Section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” (" relating to Employees or Former Employees within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company Seller or any of its ERISA Affiliates the Subsidiaries to any material Tax under Section 4980B of the Code or, for plan years beginning before January 1, 1989, Section 162(k) of the Code, or other applicable law. With respect to each Benefit Plan, the Company Seller has each heretofore delivered to the Parent Buyer complete and correct copies of the following documents, where applicable and to the extent availableapplicable: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion opinions required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documentsmodifications, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None Plan and (vi) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefit plan. (e) Except as set forth on Schedule 2.13, neither Seller nor any corporation or other trade or business under common control with Seller (as determined pursuant to Section 414(b) or (c) of the Benefit Plans is Code) (a "Common Control Entity") maintains or contributes to or, to the knowledge of Seller or such Seller Stockholder, in any way directly or indirectly has any liability (whether contingent or otherwise) with respect to, any "multiemployer plan," within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or any other employee pension benefit plan subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; no Benefit Plan of Seller or of any Common Control Entity is subject to Title IV of ERISA. No contingent or other liability with respect to which Seller has or could have any liability exists under Title IV of ERISA to the Pension Benefit Guaranty Corporation (the "PBGC") or to any Benefit Plan; and no assets of the Seller are subject to a lien under Sections 4064 or 4068 of ERISA. Except as set forth on in the Schedule 2.13, all contributions required to be made to or with respect to each Benefit Plan with respect to the service of Employees or Former Employees prior to the date hereof have been made or have been accrued for in the books and records of Seller for all periods through the date hereof. Seller does not have any obligation to provide post-retirement medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable state medical benefits continuation law and Seller may terminate any such post-retirement medical or other benefits upon thirty (30) days' notice or less without any liability therefor. (f) None of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not waived), within the 24-month period ended on the date hereof; there have been no "prohibited transactions" within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA in connection with any of the Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, could subject Seller to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would have a Material Adverse Effect; none of the Benefit Plans is, which are subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (whether or has been, not waived) within the meaning of Section 412 of the Code and Seller is not subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified lien under Section 401(a412(n) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All ; each Benefit Plans comply and have been administered in form and operationPlan has, in all material respects, been administered to date in compliance accordance with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all requirements documents, contracts or agreements pursuant to which such Benefit Plan is maintained; all reports and information required to be filed with the Department of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA Labor, the IRS or 4975 of the Code) PBGC with respect to any Benefit Plan for which have been timely filed or delivered; there is no exception is applicable. (h) There are no actionsarbitration, suits claim or claims (other than routine claims for benefits) suit pending or, to the best knowledge of Seller or threatened such Seller Stockholder, threatened, involving any a Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims Plan (other than routine claims for benefits), and, to the best knowledge of Seller or such Seller Stockholder, there is no basis for such a claim; none of the Benefit Plans nor any fiduciary thereof has been, to the best knowledge of Seller or such Seller Stockholder, the direct or indirect subject of an order or investigation or examination by a governmental or quasi-governmental agency and there are no matters pending before the IRS, the Department of Labor, or any other governmental agency with respect to a Benefit Plan; and there has not been and will be no "parachute payment" (as defined in Section 280G(b)(2) of the Code) to any of the Employees prior to the Closing or as a result of the transactions contemplated by this Agreement.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of Sellers employed in the Company Purchased Business and who Purchaser proposes to employ upon Closing (the “"Employees”) and such "), including each Employee’s 's job title, the location of employment of such Employeecurrent salary and bonus potential, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment birth and date of such Employee and the accrued vacation time of such Employeeemployment. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from any of the Company Sellers to any officersuch Employee, director, employeeor any former employee of Sellers who were employed in the Purchased Business ("Former Employees"), agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the CompanySellers. Complete and correct copies or descriptions of all written and, to the knowledge of Sellers, oral employment agreements (orbetween any of the Sellers and any Employee, in the case of oral agreements, a complete and correct description) with Employees and all written and, to the knowledge of Sellers, oral employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, Purchaser and a list of all such agreements and policies is set forth are listed on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31, 20032000, none of the Company has not (i) Sellers has, except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees. Except as set forth in Schedule 3.13(a), except Sellers have accrued or reflected in the ordinary course Pro Forma Financial Statements all obligations for salaries, vacation, medical, severance and other benefits and other compensation of business consistent any kind with past practicerespect to the Employees, (ii) increased in each case to the term or tenure of employment for any Employee, except extent required to be reflected in the ordinary course of business consistent with past practicePro Forma Financial Statements by GAAP, (iii) increased the amounts payable to and neither Purchaser nor Sellers will incur any liability, including any "parachute payment" under Section 280G of the Employees upon the termination of Code, under any such person’s severance agreement, employment agreement, similar agreement or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any Benefit Plan solely as a result of the Employees under any Benefit Plan (as such term is defined herein)consummation of the transactions contemplated by this Agreement. (b) The Company has With respect to the Purchased Business and the Employees, except as disclosed on Schedule 3.13(b), Sellers have complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules statutes and regulations with respect to employees, including, without limitation, those governing payment of minimum wages and overtime rates, labor standards, working conditions, the withholding and payment of taxes Taxes from compensation, terms and conditions of employment, immigration, workplace safety, workers' compensation, disability pay, discriminatory practices practices, including, without limitation, with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees employees or potential employeesemployees (collectively, the "Employee Laws"), and there have been no claims made or, to the knowledge of the Company or the Sole Stockholder, threatened thereunder against Sellers. Sellers will transfer to Purchaser at the Company arising out ofClosing, relating the employee records and I-9 forms with respect to or alleging any violation of any of the foregoingAccepting Employees in proper order as required by law. There Except as set forth on Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing disputes or disputes other proceedings pending or, to the knowledge of the Company or the Sole StockholderSellers, threatened between the Company Sellers and any of the Employees or former employeesEmployees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) Employees in connection with their employment with Sellers; none of the Code); no neither Sellers has knowledge of any organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the no consent of no any labor union or other collective bargaining unit representing Employees is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership multiemployer plan, employment or consulting agreementstock based plan, executive compensation planprogram or arrangement, bonus plan, incentive compensation plan or arrangementplan, deferred compensation agreement or arrangement, agreement with respect to temporary employees supplemental retirement plan or “leased employees” (within the meaning of Section 414(n) of the Code)arrangement, vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights medical or stock purchase life insurance plan, severance pay pay, termination or salary continuation agreement or plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), arrangement which has been is maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) Sellers for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or Sellers could reasonably have any ERISA Affiliate has any liability or contingent liabilityliabilities, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each Benefit Plan has been administered to date in accordance with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all documents, contracts or agreements pursuant to which such Benefit Plan is maintained; there is no arbitration, claim or suit pending or, to the knowledge of Sellers, threatened, involving a Benefit Plan (other than routine claims for benefits), and there is no basis for such a claim; none of the Benefit Plans nor, to the knowledge of Sellers, any fiduciary thereof has been the direct or indirect subject of an order or investigation or examination by a governmental or quasi-governmental agency. Except as set forth on Schedule 3.13(d) hereto, each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from United States Federal Income Tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") after January 1, 1994 with respect to each such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) related trust and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable laweach amendment thereto. With respect to each Benefit Plan, the Company has each Sellers have heretofore delivered to the Parent Purchaser complete and correct copies of the following documents, where applicable and to the extent availableapplicable: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion opinions required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documentsmodifications, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, report relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefitsExcept as set forth on Schedule 3.13(e) hereto, including, without limitation, death, medical all contributions required to be made to or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All each Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) Plan with respect to the service of Employees or Former Employees prior to the date hereof have been made or have been accrued for in the books and records of the Purchased Business for all periods through the date hereof. None of the Sellers has any Benefit Plan for which no exception is applicableobligation to provide post-retirement medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names Complete and correct copies of all material written agreements with or concerning all current employees of the Company and its Subsidiaries (the “"Employees”) "), including, without limitation, union and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral collective bargaining agreements, a complete and correct description) with Employees and all material employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None Section 3.11(a) of the Company Letter. The Company does not currently offer or provide retiree health and other insurance benefits to former Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employmentits Subsidiaries ("Former Employees"), or any intention to terminate his their dependents, survivors or her employment upon a sale ofbeneficiaries, or business combination relating to, and the Company has no liabilities (contingent or in connection otherwise) with respect thereto. There are no outstanding loans from the transactions contemplated by this AgreementCompany to any Employees or Former Employees. Except as set forth on Schedule 3.13(aSection 3.11(a) heretoof the Company Letter, since December 31January 1, 20032001, the Company has not and its Subsidiaries have not, in any material respect taken as a whole, (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees or Former Employees under any Benefit Plan (as hereinafter defined). All individuals who, in the last 24 months, have performed services for the Company or its Subsidiaries as a consultant or independent contractor ("Non-Employees") are independent contractors and are not employees of the Company or its Subsidiaries and the Company has no material liability to or with respect to such term is defined herein)Non-Employees for the withholding or payment of any income or social security taxes, the provision of benefits under any Benefit Plans (as hereinafter defined) or for any other charges, taxes or benefits with respect thereto. (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964all laws, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable lawsstatutes, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices applicable with respect to employees, terms and conditions of employment and discharge, or otherwise relating to wages and hours in each of the conduct of employers with respect to Employees or potential employeesjurisdictions in which it operates and/or does business, and there have been no claims made or, to the knowledge Knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, to of relating to or alleging any violation of any of the foregoing. There are no The Company has complied in all material controversiesrespects with the employment eligibility verification form requirements under the Immigration Reform Control Act, strikesas amended ("IRCA"), work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to Employees and with the paperwork provisions and anti-discrimination provisions of IRCA and has obtained and maintained the employee records and I-9 forms with respect to the Employees in proper order as required by law. To the Knowledge of Company, the Company is not currently employing any Employees; Employees who are not citizens of the United States and who are not authorized to work in the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this AgreementUnited States. (c) Schedule 3.13(cSection 3.11(c) hereto of the Company Letter sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation planprogram or arrangement, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees supplemental retirement plan or “leased employees” (within the meaning of Section 414(n) of the Code)arrangement, vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), medical or life insurance plan, providing benefits to any Employee, retiree or Former Employee or any of their dependents, survivors or beneficiaries, employee stock option, stock appreciation rights option or stock purchase plan, severance pay pay, termination or salary continuation plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been is maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or and for which the Company or could reasonably have any ERISA Affiliate has any liability or contingent liabilitymaterial liabilities, all of which are hereinafter referred to as the “"Benefit Plans.”" Except as set forth in Section 3.11(c) of the Company Letter or in the Benefits Letter, neither Parent nor the Company will incur any material liability under any severance agreement, deferred compensation agreement, employment agreement, similar agreement or Benefit Plan solely as a result of the consummation of the transactions contemplated by this Agreement. (d) Each Except as set forth on Section 3.11(d) of the Company Letter or as would not otherwise have a Material Adverse Effect on the Company, each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from U.S. Federal Income Tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status each plan and trust and each amendment thereto, including all amendments required under the CodeUruguay Round Agreement Act of 1994, has remaining a period the Uniformed Services Employment and Reemployment Rights Act of time under 1994, the Code or applicable Treasury regulations or IRS pronouncements in which to request, Small Business Job Protection Act of 1996 and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter Taxpayer Relief Act of the master, prototype or volume submitter plan sponsor of the plan 1997; and nothing has occurred since the date of such determination letter that could reasonably be expected there have been no circumstances which are likely to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section Section 501(c)(9) of the Code) or a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employeesFormer Employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent availableapplicable: (i) the three most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion opinions required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documentsthereof, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None Plan and (vi) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefit plan. (e) The Company does not, and any corporation or other trade or business under common control with the Company (as determined pursuant to Section 414(b) or (c) of the Code) (and "ERISA Affiliate") does not, maintain or contribute to or, to the Knowledge of the Company, in any way directly or indirectly have any liability (whether contingent or otherwise) with respect to, any "multiemployer plan," within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Except as otherwise set forth on Section 3.11(e) of the Company Letter, no Benefit Plans Plan or plan of any ERISA Affiliate is subject to Title IV of ERISA. All contributions required to be made to or with respect to each Benefit Plan with respect to the service of Employees or Former Employees prior to the date hereof have been made or have been accrued for in the books and records of the Company for all periods through the date hereof. (f) Except as set forth on Section 3.11(f) of the Company Letter or as would not otherwise have a Material Adverse Effect on the Company, none of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not the minimum reporting for which has been waived), within the 24-month period ended on the date hereof; there have been no "prohibited transactions" within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA in connection with any of the Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any ERISA Affiliate to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; none of the Benefit Plans which is subject to Section 412 of the Code has incurred any "accumulated funding requirements deficiency" (whether or not waived) within the meaning of Section 412 of the Code and the Company is not subject to a lien under Section 412(n) of the Code; each Benefit Plan has, in all material respects, been administered to date in accordance with the applicable provisions of ERISA, the Code and other applicable law and with the terms and provisions of all documents, contracts or agreements pursuant to which such Benefit Plan is maintained; there has been no correction of any defects with respect to a Benefit Plan subject to Section 401(a) of the Code or its operation pursuant to any procedures established, or program permitted, by the IRS or otherwise within the 36-month period prior hereto; all reports and information required to be filed with the Department of Labor, the IRS or the PBGC with respect to any Benefit Plan have been timely filed or delivered; there is no arbitration, claim or suit pending or, to the Knowledge of the Company, threatened involving a Benefit Plan (other than routine claims for benefits), and, to the Knowledge of the Company, there is no basis for such a claim; none of the Benefit Plans is, or nor any fiduciary thereof has been, to the Knowledge of the Company, the direct or indirect subject of any investigation, audit an order or action investigation or examination by a governmental or quasi-governmental agency and there are no matters pending before the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, other governmental agency with respect to current or former employees or directors a Benefit Plan; and there has not been and will be no "parachute payment" (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under defined in Section 401(a280G(b)(2) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 to any of the Code) with respect Employees prior to any Benefit Plan for which no exception is applicablethe Closing or as a result of the transactions contemplated by this Agreement. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a3.13 (a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and or the Sole StockholderPrincipal Shareholders, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the best knowledge of the Company or the Sole StockholderPrincipal Shareholders, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the best knowledge of the Company or the Sole StockholderPrincipal Shareholders, threatened between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderPrincipal Shareholders, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each No Benefit Plan which is either an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “"employee welfare benefit plan” " (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employeesFormer Employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (ivii) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (viii) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefitsThere is no agreement, including, without limitation, death, medical plan or severance benefits, with respect to current arrangement covering any employee or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current independent contractor or former employee or director independent contractor of the Company that considered individually or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationconsidered collectively with any other such agreement, in all material respectsplan or arrangement, in compliance with all requirements will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the Merger that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1996 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Schedule 3.13(a3.13 (a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a) or as contemplated by Section 7.6 of this Agreement, there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on an Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole Stockholderor any Principal Shareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December October 31, 20031997, the Company has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, except as would not have a Tripod Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate, and there have been no claims made or, to the best knowledge of the Company or the Sole Stockholderany Principal Shareholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholderany Principal Shareholder, threatened between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderPrincipal Shareholders, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each Except as set forth on Schedule 3.13(d) and except for such failures as may be corrected without resulting in a Tripod Material Adverse Effect or a fine or penalty in excess of $10,000 individually or in the aggregate, , each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan and which is intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No ; no Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employees. No Former Employees; no event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None . (e) Neither the Company nor any corporation or other trade or business under common control with the Company (as determined pursuant to Section 414(b) or (c) of the Code) (a "Common Control Entity") has maintained or contributed to or in any way directly or indirectly has any liability (whether contingent or otherwise) with respect to any "multiemployer plan," within the meaning of Section 3(37) of ERISA; no Benefit Plans is Plan or similar benefit plan of any Common Control Entity has been subject to Title IV of ERISA; neither the Company nor any Common Control Entity is a party to or has any liability under any agreement imposing secondary liability on it as a seller of the assets of a business in accordance with Section 4204 of ERISA or under any other provision of Title IV of ERISA or other agreement; no contingent or other liability with respect to which the minimum funding requirements Company has or could have any liability exists under Title IV of ERISA to the Pension Benefit Guaranty Corporation ("PBGC") or to any Benefit Plan; and no assets of the Company are subject to a lien under Sections 4064 or 4068 of ERISA. Except as indicated on Schedule 3.13(e), the Company has no obligation to provide medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986 or applicable state medical benefits continuation law. Except as disclosed in Schedule 3.13(e), the Company will not incur any liability under any severance agreement, deferred compensation agreement, employment or similar agreement as a result of the consummation of the transactions contemplated by this Agreement. (f) Except as set forth on Schedule 3.13(f), none of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not waived); there have been no "prohibited transactions," within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA that would have a Tripod Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate; none of the Benefit Plans are subject to Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No each Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationhas, in all material respects, been administered to date in compliance in all material respects with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all requirements documents, contracts or agreements pursuant to which such Benefit Plan is maintained; all reports and information required to be filed with the Department of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA Labor, the IRS, the PBGC or 4975 of the Code) plan participants or beneficiaries with respect to any Benefit Plan for which have been timely filed; there is no exception is applicable. (h) There are no actionsdispute, suits arbitration, claim, suit, or claims (other than routine claims for benefits) grievance, pending or, to the best knowledge of the Company or threatened any Principal Shareholder, threatened, involving any a Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims Plan (other than routine claims for benefits), and, to the best knowledge of the Company or any Shareholder, there is no basis for such a claim; none of the Benefit Plans nor any fiduciary thereof has been the subject of a order or investigation or examination by a governmental agency and there are no matters pending before the IRS, the Department of Labor, the PBGC or any other domestic or, to the best knowledge of the Company or any Principal Shareholder, foreign governmental agency with respect to a Benefit Plan; there have been no claims, or notice of claims, filed under any fiduciary liability insurance policy covering any Benefit Plan; and there has been and will be no "excess parachute payment" (as that term is defined in Section 28OG(b)(1) of the Code) to any of the Employees as a result of the consummation of the transactions contemplated hereby.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth At the names Effective Time, each employee of all current employees South who is then currently employed by South automatically shall become an employee of the Company North (the a “EmployeesContinuing Employee”) and such Employee’s job titlewithout any action by that employee, South or North. Except to the extent otherwise provided in a written agreement with a Continuing Employee which is entered into or assumed by North, the location of employment of each Continuing Employee will be on an “at will” basis in such Employeeposition, at such Employeelocation within North’s current salary, the amount system and for such rate of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated as shall be determined by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except North in the ordinary course of business consistent with past practiceits business, (ii) increased the and nothing in this Agreement shall be deemed to constitute an employment agreement between North and any such person, to obligate North to continue to employ any such person for any specific term or tenure period of time in any specific position or at any specific salary or rate of compensation, or at all, or to restrict North’s right to terminate the employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted person at any time following the Effective Time and for any reason satisfactory to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)North. (b) The Company has complied Following the Effective Time, except for any period while the comparable South Benefit Plans are continued, each Continuing Employee shall be entitled to participate in all material respects with Title VII of employee benefit plans provided generally by North to its employees from time to time on the Civil Rights Act of 1964same basis and subject to the same eligibility and vesting requirements and other conditions, restrictions and limitations, as amendedgenerally are in effect and applicable to other new employees of North; provided, the Age Discrimination for purposes of determining eligibility to participate, and vesting under North’s Section 401(k) plan, and participation in Employment ActNorth’s employee benefits generally, as amendedwell as for purposes of benefit accrual under North’s paid time off and position elimination policies, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act each Continuing Employee will be given credit for his or her time of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices service with respect to employment and discharge, or otherwise relating South prior to the conduct Effective Time based on his or her date of employers hire reflected in South’s employment records; provided further, that Continuing Employees whose employment with respect to Employees or potential employees, and there have been no claims made or, North is terminated within 12 months after the Closing Date will receive severance payments equal to the knowledge greater of the Company or the Sole Stockholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” those severance payments that (within the meaning of Section 414(ni) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) they would receive from North or (oii) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees or they would have received from South if their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) employment with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time South had been terminated immediately prior to the Closing was not exempt from Date; provided, however, that, notwithstanding anything contained in this Agreement to the annual reporting requirement set forth contrary, in Section 104(a) of ERISA. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating event shall any Continuing Employee be or become eligible to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Codeparticipate in, or for benefits under, North’s defined benefit pension plan (which has been frozen to new participants) (the “North Pension Plan”). The terms of participation by Continuing Employees in North’s health, dental and vision insurance plans and other applicable law. With respect to each Benefit Plan, programs that are part of North’s Cafeteria Plan shall include the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and waiver of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written noticewaiting periods. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a3.13 (a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 2002 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole StockholderCompany, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since Since December 31, 20032002, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, the American with Disabilities Act, and all comparable state laws, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole StockholderCompany, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole StockholderCompany, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any entity that would be deemed a “single employer” with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans.” (d) Each Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “IRS”) with respect to each plan and trust and each amendment thereto (except with respect to amendments to which the remedial amendment period for adopting such plan’s qualified status under the Code, plan amendments has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan not yet expired); and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Each Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in either has timely filed all reports required under Section 104(a) of ERISAERISA or was exempt from such annual reporting requirements. No Benefit Plan is a “voluntary employees beneficiary association” (within the meaning of section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” (within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans of the Company is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, or (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationThere is no agreement, in all material respectsplan or arrangement covering any employee or independent contractor or former employee or independent contractor of the Company that considered individually or considered collectively with any other such agreement, in compliance with all requirements plan or arrangement, will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the Merger that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and and, with respect to any Employee whose annual compensation exceeds $50,000 such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the date and amount of such Employee's most recent salary increase, the amount of any bonuses or other compensation paid since December October 31, 2003 1996 to such Employee, the date of birth of such Employee, the date of employment of such Employee and Employee, the accrued vacation time of such Employee and a description of the annual total compensation arrangements currently applicable to such Employee. The Company has accrued on its books and records all obligations for salaries, benefits and other compensation with respect to its Employees and former employees ("Former Employees"), to the extent required by generally accepted accounting principles, including, but not limited to, vacation pay, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Except as set forth on Schedule 3.13(a) hereto sets forth a true and correct statement of the liability3.13, if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Company Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, including but not limited to policies on severance pay and liability for accrued but unused sick and vacation pay, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and the Sole StockholderCompany, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December October 31, 2003, 1996 the Company has and its Subsidiaries have not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, or provided any Employee with any increased security of employment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the best knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no Former Employees. No labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no . No organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderCompany, threatened with respect to any Employees; and . The Company is not required to obtain the consent of no any labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. The requirements of the Workers Adjustment and Retraining Notification Act do not apply to the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each With Respect to the Benefit Plans, each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section Section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employees. No Former Employees; no event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law; each Benefit Plan has complied with the requirements of Section 162(k) of the Code. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. (e) Neither the Company nor any corporation or other trade or business under common control with the Company (as determined pursuant to Section 414(b) or (c) of the Code) (a "Common Control Entity") has maintained or contributed to or in any way directly or indirectly has any liability (whether contingent or otherwise) with respect to any "multiemployer plan," within the meaning of Section 3(37) of ERISA; no Benefit Plan or similar benefit plan of any Common Control Entity has been subject to Title IV of ERISA; neither the Company nor any Common Control Entity is a party to or has any liability under any agreement imposing secondary liability on it as a seller of the assets of a business in accordance with Section 4204 of ERISA or under any other provision of Title IV of ERISA or other agreement; no contingent or other liability with respect to which the Company has or could have any liability exists under Title IV of ERISA to the Pension Benefit Guaranty Corporation ("PBGC") or to any Benefit Plan; and no assets of the Company are subject to a lien under Sections 4064 or 4068 of ERISA. The Company does not have any obligation to provide medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986 or applicable state medical benefits continuation law. The Company will not incur any liability under any severance agreement, deferred compensation agreement, employment or similar agreement as a result of the consummation of the transactions contemplated by this Agreement. (f) None of the Benefit Plans is has been subject to Title IV a "reportable event," within the meaning of Section 4043 of ERISA (whether or not waived); there have been no "prohibited transactions", within the minimum funding requirements meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA; none of the Benefit Plans are subject to Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No each Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationhas, in all material respects, been administered to date in compliance accordance with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all requirements documents, contracts or agreements pursuant to which such Benefit Plan is maintained; all reports and information required to be filed with the Department of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA Labor, the IRS, the PBGC or 4975 of the Code) plan participants or beneficiaries with respect to any Benefit Plan for which have been timely filed; there is no exception is applicable. (h) There are no actionsdispute, suits arbitration, claim, suit, or claims (other than routine claims for benefits) grievance, pending or threatened or, to the best knowledge of the Company, threatened, involving any a Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims Plan (other than routine claims for benefits), and, to the best knowledge of the Company, there is no basis for such a claim; none of the Benefit Plans nor any fiduciary thereof has been the direct or indirect subject of a order or investigation or examination by a governmental or quasi-governmental agency and there are no matters pending before the IRS, the Department of Labor, the PBGC or any other domestic or, to the best knowledge of the Company, foreign governmental agency with respect to a Benefit Plan; there have been no claims, or notice of claims, filed under any fiduciary liability insurance policy covering any Benefit Plan; and there has been and will be no "parachute payment" (as that term is defined in Section 28OG(b)(2) of the Code) to any of the Employees prior to the Effective Date. No event or set of conditions exist which would subject the Company to any Tax under Section 4999 of the Code. No event or set of conditions exist which would subject the Company or any Subsidiary to any material Tax under Sections 4972, 4974-76, 4979, 4980 or 5000 of the Code. No loan has been made to a Benefit Plan, which was intended to qualify under Section 4975(d)(3) of the Code. (g) Except as set forth on Schedule 3.13(g), all directors, officers, management employees, and technical and professional employees of the Company have executed employee confidentiality agreements substantially in the form attached as Exhibit 3.13(g).

Employees; Employee Benefits. (a) Schedule 3.13(a2.12(a) hereto sets forth the names of all current employees of Seller as of the Company date of this Agreement (the “"Employees”") and and, with respect to each Employee, such Employee’s 's job title, title and the location date of commencement of employment of such Employee. Seller has accrued on its books and records all obligations for salaries, such Employee’s current salaryvacations, the amount of any bonuses or benefits and other compensation paid since December 31with respect to its Employees and any of its Former Employees (as defined below), 2003 to such Employeethe extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and has never offered, retiree health and insurance benefits to Employees and Former Employees, and Seller has no liabilities (contingent or otherwise) with respect thereto. Except as set forth in the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability2.12(a), if any, of the Company for accrued but unused sick pay. There there are no outstanding loans from the Company Seller to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Companyits affiliates. Complete and correct copies of all material written agreements (orwith or concerning Employees, in the case of oral including, without limitation, union and collective bargaining agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the ParentBuyer, and a list of all such agreements and policies is set forth on in the Schedule 3.13(a2.12 (a) Except as set forth in Schedule 2.12(a). None , none of the Employees has, to the best knowledge of the Company Seller and the Sole each Seller Stockholder, indicated a desire to terminate his or her employmentemployment other than at normal retirement age, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) heretoin the Seller Schedules, since December 31September 30, 20031999, the Company Seller has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Company Except as set forth in Schedule 2.12(b), the representations and warranties set forth in this Section 2.12(b) are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date. Seller has complied at all times and in all material respects with all laws, statutes, rules and regulations applicable with respect to employees in each of the jurisdictions in which it operates and/or does business. Seller has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family Medical Leave Act, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules statutes and regulations governing payment of minimum wages and overtime rates, labor standards, working conditions, the withholding and payment of taxes Taxes or any other kind of governmental charge from compensation, terms and conditions of employment, workplace safety, workers' compensation, disability pay, social benefits whether or not imposed by a governmental program, discriminatory practices practices, including, without limitation, with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees employees or potential employeesemployees (collectively, the "Employee Laws"), and there have been no claims made or, to the best knowledge of the Company or the Sole Seller and each Seller Stockholder, threatened thereunder against the Company Seller arising out of, of or relating to or alleging any violation of any of the foregoing. To the best knowledge of Seller and each Seller Stockholder, Seller has complied in all material respects with the employment eligibility verification form requirements under the Immigration and Naturalization Act, as amended ("INA"), with respect to Employees, and Seller has complied with the paperwork provisions and anti-discrimination provisions of the INA and Seller has obtained and maintained the employee records and I-9 forms with respect to the Employees in proper order as required by law. Seller is not currently employing any Employees who are not citizens of the United States and who are not authorized to work in the United States. There are no material controversies, strikes, work stoppages, picketing picketing, filed grievances, job actions, unfair labor practice charges, investigations, complaints, disputes or disputes other proceedings pending or, to the best knowledge of the Company or the Sole StockholderSeller and each Seller Stockholders, threatened between the Company Seller and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including Employees in connection with their employment with Seller; neither Seller nor either of Seller Stockholders has any “leased employees” (within the meaning knowledge of Section 414(n) of the Code); no any organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to any Employees; and the no consent of no any labor union or other collective bargaining unit representing Employees is required to consummate the transactions contemplated by this Agreement; and Seller has not incurred any liability under the Worker Adjustment Retraining Notification Act ("WARN") or similar state and local laws. (c) Except for temporary clerical personnel, none of the Employees are "leased employees" within the meaning of Section 414(h) of the Code. Schedule 3.13(c) hereto 2.12 sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation planprogram or arrangement, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees supplemental retirement plan or “leased employees” (within the meaning of Section 414(n) of the Code)arrangement, vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), medical or life insurance plan, providing benefits to any Employee, retiree or Former Employee or any of their dependents, survivors or beneficiaries, employee stock option, stock appreciation rights option or stock purchase plan, severance pay pay, termination or salary continuation plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been is maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) Seller for the benefit of or relating to any of the Employees or to any former employees of Seller (the "Former Employees") or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or and for which the Company or Seller could reasonably have any ERISA Affiliate has any liability or contingent liabilityliabilities, all of which are hereinafter referred to as the “"Benefit Plans.”" None of Buyer, Merger Sub or Seller will incur any liability under any severance agreement, deferred compensation agreement, employment agreement, similar agreement or Benefit Plan of Seller solely as a result of the consummation of the transactions contemplated by this Agreement. (d) Each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from U.S. Federal income Tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “IRS”) IRS after January 1, 1994 with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the each plan and nothing has occurred trust and each amendment thereto; and since the date of such determination letter that could reasonably be expected there are no circumstances which are likely to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section Section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” (" relating to Employees or Former Employees within the meaning of Section 419 of the Code) relating to Employees or former employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates Seller to any material Tax under Section 4980B of the Code or, for plan years beginning before January 1, 1989, Section 162(k) of the Code, or other applicable law. With respect to each Benefit Plan, the Company Seller has each heretofore delivered to the Parent Buyer complete and correct copies of the following documents, where applicable and to the extent availableapplicable: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion opinions required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documentsmodifications, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None Plan and (vi) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefit plan. (e) Except as set forth on Schedule 2.12, neither Seller nor any corporation or other trade or business under common control with Seller (as determined pursuant to Section 414(b) or (c) of the Benefit Plans is Code) (a "Common Control Entity") maintains or contributes to or, in any way directly or indirectly has any liability (whether contingent or otherwise) with respect to, any "multiemployer plan," within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or any other employee pension benefit plan subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; no Benefit Plan of Seller or of any Common Control Entity is subject to Title IV of ERISA. No contingent or other liability with respect to which Seller has or could have any liability exists under Title IV of ERISA to the Pension Benefit Guaranty Corporation (the "PBGC") or to any Benefit Plan; and no assets of the Seller are subject to a lien under Sections 4064 or 4068 of ERISA. Except as set forth on in the Schedule 2.12, all contributions required to be made to or with respect to each Benefit Plan with respect to the service of Employees or Former Employees prior to the date hereof have been made or have been accrued for in the books and records of Seller for all periods through the date hereof. Seller does not have any obligation to provide post-retirement medical or other benefits to Employees or Former Employees or their survivors, dependents and beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable state medical benefits continuation law and Seller may terminate any such post-retirement medical or other benefits upon thirty (30) days' notice or less without any liability therefor. (f) None of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not waived), within the 24-month period ended on the date hereof; there have been no "prohibited transactions" within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA in connection with any of the Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, could subject Seller to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would have a Material Adverse Effect; none of the Benefit Plans is, which are subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (whether or has been, not waived) within the meaning of Section 412 of the Code and Seller is not subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified lien under Section 401(a412(n) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All ; each Benefit Plans comply and have been administered in form and operationPlan has, in all material respects, been administered to date in compliance accordance with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all requirements documents, contracts or agreements pursuant to which such Benefit Plan is maintained; all reports and information required to be filed with the Department of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA Labor, the IRS or 4975 of the Code) PBGC with respect to any Benefit Plan for which have been timely filed or delivered; there is no exception is applicable. (h) There are no actionsarbitration, suits claim or claims (other than routine claims for benefits) suit pending or or, to the best knowledge of Seller and each Seller Stockholder, threatened involving any a Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims Plan (other than routine claims for benefits), and, to the best knowledge of Seller and each Seller Stockholder, there is no basis for such a claim; none of the Benefit Plans nor any fiduciary thereof has been, to the best knowledge of Seller and each Seller Stockholder, the direct or indirect subject of an order or investigation or examination by a governmental or quasi-governmental agency and there are no matters pending before the IRS, the Department of Labor, or any other governmental agency with respect to a Benefit Plan; and there has not been and will be no "parachute payment" (as defined in Section 280G(b)(2) of the Code) to any of the Employees prior to the Closing or as a result of the transactions contemplated by this Agreement.

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1997 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a3.13 (a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on Schedule 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the best knowledge of the Company and or the Sole StockholderEquityholders, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto), since December March 31, 20031999, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on Schedule 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the best knowledge of the Company or the Sole StockholderEquityholders, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in Schedule 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the best knowledge of the Company or the Sole StockholderEquityholders, threatened between the Company and any of the Employees or former employeesFormer Employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderEquityholders, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(c) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “"Benefit Plans.”" (d) Each Except as set forth on Schedule 3.13(d), each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan and which is intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No ; no Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employees. No Former Employees; no event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefitsThere is no agreement, including, without limitation, death, medical plan or severance benefits, with respect to current arrangement covering any employee or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current independent contractor or former employee or director independent contractor of the Company that considered individually or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationconsidered collectively with any other such agreement, in all material respectsplan or arrangement, in compliance with all requirements will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the Merger that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth the names of all current employees of the Company (the “"Employees”") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on SCHEDULE 3.13(A), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(aSCHEDULE 3.13(A) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(aSCHEDULE 3.13(A). None of the Employees has, to the knowledge of the Company and or the Sole StockholderShareholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) heretoSCHEDULE 3.13(A), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on SCHEDULE 3.13(B), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, to the knowledge of the Company or the Sole StockholderShareholder, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in SCHEDULE 3.13(B), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole StockholderShareholder, threatened between the Company and any of the Employees or former employeesEmployees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “"leased employees” " (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderShareholder, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule 3.13(cSCHEDULE 3.13(C) hereto sets forth a list of each material defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “"leased employees” " (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans"BENEFIT PLANS.”" (d) Each Except as set forth on SCHEDULE 3.13(D), each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code meets such requirements; the trust, if any, forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, each plan and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan trust and each amendment thereto; and nothing has occurred since the date of such determination letter that could reasonably be expected to would adversely affect the qualification of such plan. No Benefit Plan is an “"employee welfare benefit plan” " (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section 501(c)(9) of the Code) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employeesFormer Employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefitsThere is no agreement, including, without limitation, death, medical plan or severance benefits, with respect to current arrangement covering any employee or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current independent contractor or former employee or director independent contractor of the Company that considered individually or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operationconsidered collectively with any other such agreement, in all material respectsplan or arrangement, in compliance with all requirements will, or could reasonably be expected to, give rise directly or indirectly to the payment of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (any amount as described in 406 a result of ERISA the Merger that would not be deductible pursuant to Section 280G of the Code or 4975 that would be subject to an excise tax under Section 4999 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names Complete and correct copies of all material written agreements with or concerning all current employees of the Company and its Subsidiaries (the “"Employees”) "), including, without limitation, union and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral collective bargaining agreements, a complete and correct description) with Employees and all material employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None Section 3.11(a) of the Company Letter. The Company does not currently offer or provide retiree health and other insurance benefits to former Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employmentits Subsidiaries ("Former Employees"), or any intention to terminate his their dependents, survivors or her employment upon a sale ofbeneficiaries, or business combination relating to, and the Company has no liabilities (contingent or in connection otherwise) with respect thereto. There are no outstanding loans from the transactions contemplated by this AgreementCompany to any Employees or Former Employees. Except as set forth on Schedule 3.13(aSection 3.11(a) heretoof the Company Letter, since December 31January 1, 2003, the Company has not and its Subsidiaries have not, in any material respect taken as a whole, (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) provided any of the Employees with any increased the term security or tenure of employment for any Employee, except in the ordinary course of business consistent with past practiceemployment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees or Former Employees under any Benefit Plan (as hereinafter defined). All individuals who, in the last 24 months, have performed services for the Company or its Subsidiaries as a consultant or independent contractor ("Non-Employees") are independent contractors and are not employees of the Company or its Subsidiaries and the Company has no material liability to or with respect to such term is defined herein)Non-Employees for the withholding or payment of any income or social security taxes, the provision of benefits under any Benefit Plans (as hereinafter defined) or for any other charges, taxes or benefits with respect thereto. (b) The Company has complied in all material respects with Title VII of the Civil Rights Act of 1964all laws, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable lawsstatutes, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices applicable with respect to employees, terms and conditions of employment and discharge, or otherwise relating to wages and hours in each of the conduct of employers with respect to Employees or potential employeesjurisdictions in which it operates and/or does business, and there have been no claims made or, to the knowledge Knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, to of relating to or alleging any violation of any of the foregoing. There are no The Company has complied in all material controversiesrespects with the employment eligibility verification form requirements under the Immigration Reform Control Act, strikesas amended ("IRCA"), work stoppages, picketing or disputes pending or, to the knowledge of the Company or the Sole Stockholder, threatened between the Company and any of the Employees or former employees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the knowledge of the Company or the Sole Stockholder, threatened with respect to Employees and with the paperwork provisions and anti-discrimination provisions of IRCA and has obtained and maintained the employee records and I-9 forms with respect to the Employees in proper order as required by law. To the Knowledge of Company, the Company is not currently employing any Employees; Employees who are not citizens of the United States and who are not authorized to work in the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this AgreementUnited States. (c) Schedule 3.13(cSection 3.11(c) hereto of the Company Letter sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation planprogram or arrangement, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees supplemental retirement plan or “leased employees” (within the meaning of Section 414(n) of the Code)arrangement, vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), medical or life insurance plan, providing benefits to any Employee, retiree or Former Employee or any of their dependents, survivors or beneficiaries, employee stock option, stock appreciation rights option or stock purchase plan, severance pay pay, termination or salary continuation plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been is maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Former Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or and for which the Company or could reasonably have any ERISA Affiliate has any liability or contingent liabilitymaterial liabilities, all of which are hereinafter referred to as the “"Benefit Plans.”" Except as set forth in Section 3.11(c) of the Company Letter, neither Parent nor the Company will incur any material liability under any severance agreement, deferred compensation agreement, employment agreement, similar agreement or Benefit Plan solely as a result of the consummation of the transactions contemplated by this Agreement. (d) Each Except as set forth on Section 3.11(d) of the Company Letter or as would not otherwise have a Material Adverse Effect on the Company, each Benefit Plan which is an “"employee pension benefit plan” " (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet meets the requirements of Section 401(a) of the Code Code; the trust, if any, forming part of such plan is exempt from U.S. Federal Income Tax under Section 501(a) of the subject of Code; a favorable determination letter has been issued by the Internal Revenue Service (the “"IRS”") with respect to such plan’s qualified status each plan and trust and each amendment thereto, including all amendments required under the CodeUruguay Round Agreement Act of 1994, has remaining a period the Uniformed Services Employment and Reemployment Rights Act of time under 1994, the Code or applicable Treasury regulations or IRS pronouncements in which to request, Small Business Job Protection Act of 1996 and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter Taxpayer Relief Act of the master, prototype or volume submitter plan sponsor of the plan 1997; and nothing has occurred since the date of such determination letter that could reasonably be expected there have been no circumstances which are likely to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA. No Benefit Plan is a “"voluntary employees beneficiary association” " (within the meaning of section Section 501(c)(9) of the Code) or a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA) and there have been no other “"welfare benefit funds” " (within the meaning of Section 419 of the Code) relating to Employees or former employeesFormer Employees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered to the Parent complete and correct copies of the following documents, where applicable and to the extent availableapplicable: (i) the three most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion opinions required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related thereto, as well as all other descriptions distributed to Employees or set forth in any manuals or other documentsthereof, (iv) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, and (v) the most recent actuarial report, if any, relating to the Benefit Plan. None Plan and (vi) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefit plan. (e) The Company does not, and any corporation or other trade or business under common control with the Company (as determined pursuant to Section 414(b) or (c) of the Code) (an "ERISA Affiliate") does not, maintain or contribute to or, to the Knowledge of the Company, in any way directly or indirectly have any liability (whether contingent or otherwise) with respect to, any "multiemployer plan," within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Except as otherwise set forth on Section 3.11(e) of the Company Letter, no Benefit Plans Plan or plan of any ERISA Affiliate is subject to Title IV of ERISA. All contributions required to be made to or with respect to each Benefit Plan with respect to the service of Employees or Former Employees prior to the date hereof have been made or have been accrued for in the books and records of the Company for all periods through the date hereof. (f) Except as set forth on Section 3.11(f) of the Company Letter or as would not otherwise have a Material Adverse Effect on the Company, none of the Benefit Plans has been subject to a "reportable event," within the meaning of Section 4043 of ERISA (whether or not the minimum reporting for which has been waived), within the 24-month period ended on the date hereof; there have been no "prohibited transactions" within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA in connection with any of the Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any ERISA Affiliate to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; none of the Benefit Plans which is subject to Section 412 of the Code has incurred any "accumulated funding requirements deficiency" (whether or not waived) within the meaning of Section 412 of the Code and the Company is not subject to a lien under Section 412(n) of the Code; each Benefit Plan has, in all material respects, been administered to date in accordance with the applicable provisions of ERISA, the Code and other applicable law and with the terms and provisions of all documents, contracts or agreements pursuant to which such Benefit Plan is maintained; there has been no correction of any defects with respect to a Benefit Plan subject to Section 401(a) of the Code or its operation pursuant to any procedures established, or program permitted, by the IRS or otherwise within the 36-month period prior hereto; all reports and information required to be filed with the Department of Labor, the IRS or the PBGC with respect to any Benefit Plan have been timely filed or delivered; there is no arbitration, claim or suit pending or, to the Knowledge of the Company, threatened involving a Benefit Plan (other than routine claims for benefits), and, to the Knowledge of the Company, there is no basis for such a claim; none of the Benefit Plans is, or nor any fiduciary thereof has been, to the Knowledge of the Company, the direct or indirect subject of any investigation, audit an order or action investigation or examination by a governmental or quasi-governmental agency and there are no matters pending before the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, other governmental agency with respect to current or former employees or directors a Benefit Plan; and there has not been and will be no "parachute payment" (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under defined in Section 401(a280G(b)(2) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 to any of the Code) with respect Employees prior to any Benefit Plan for which no exception is applicablethe Closing or as a result of the transactions contemplated by this Agreement. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).

Employees; Employee Benefits. (a) Schedule SCHEDULE 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”"EMPLOYEES") and such Employee’s 's job title, the location of employment of such Employee, such Employee’s 's current salary, the amount of any bonuses or other compensation paid since December 31, 2003 1998 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule SCHEDULE 3.13(a) hereto sets forth a true and correct (in all material respects) statement of the liability, if any, of the Company for accrued but unused sick pay. There Except as set forth on SCHEDULE 3.13(a), there are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule SCHEDULE 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered or made available to the Parent, and a list of all such agreements and policies is set forth on Schedule SCHEDULE 3.13(a). None To the best knowledge of the Shareholders and except as set forth on SCHEDULE 3.13(a), none of the Employees has, to the knowledge of the Company and the Sole Stockholder, has indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule SCHEDULE 3.13(a) hereto), since December 31, 20031998, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s 's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein)Plan. (b) The Except as disclosed on SCHEDULE 3.13(b), the Company has complied in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the Immigration Reform and Control Act of 1986, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation, discriminatory practices with respect to employment and discharge, or otherwise relating to the conduct of employers with respect to Employees or potential employees, and there have been no claims made or, or to the best knowledge of the Company or the Sole StockholderCompany, threatened thereunder against the Company arising out of, relating to or alleging any violation of any of the foregoing. There Except as disclosed in SCHEDULE 3.13(b), there are no material controversies, strikes, work stoppages, picketing or disputes pending or, to the best knowledge of the Company or the Sole StockholderCompany, threatened between the Company and any of the Employees or former employeesEmployees; no labor union or other collective bargaining unit represents or has ever represented any of the Employees, including any “leased employees” "LEASED EMPLOYEES" (within the meaning of Section 414(n) of the Code); no organizational effort by any labor union or other collective bargaining unit currently is under way or, to the best knowledge of the Company or the Sole StockholderCompany, threatened with respect to any Employees; and the consent of no labor union or other collective bargaining unit is required to consummate the transactions contemplated by this Agreement. (c) Schedule SCHEDULE 3.13(c) hereto sets forth a list of each defined benefit and defined contribution plan, stock ownership plan, employment or consulting agreement, executive compensation plan, bonus plan, incentive compensation plan or arrangement, deferred compensation agreement or arrangement, agreement with respect to temporary employees or “leased employees” "LEASED EMPLOYEES" (within the meaning of Section 414(n) of the Code), vacation pay, sickness, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option, stock appreciation rights or stock purchase plan, severance pay plan, cafeteria plan, arrangement or practice, employee relations policy, practice or arrangement, and each other employee benefit plan, program or arrangement, including, without limitation, each “employee benefit plan” "EMPLOYEE BENEFIT PLAN" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), which has been maintained or contributed to by the Company or any other entity which must be aggregated with the Company as required by Section 414(b),(c),(m) or (o) of the Code (an “ERISA Affiliate”) for the benefit of or relating to any of the Employees or to any former employees Employees or their dependents, survivors or beneficiaries, whether or not legally binding, whether written or oral or whether express or implied, or for which the Company or any ERISA Affiliate has any liability or contingent liability, all of which are hereinafter referred to as the “Benefit Plans"BENEFIT PLANS.”" (d) Each Except for the Company's 401(k) plan, no Benefit Plan which is either an “employee pension benefit plan” "EMPLOYEE PENSION BENEFIT PLAN" (as defined in Section 3(2) of ERISA) or other form of retirement plan intended to meet the requirements of Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service (the “IRS”) with respect to such plan’s qualified status under the Code, has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or, if reliance is permitted under IRS Announcement 2001-77, relies on the favorable opinion or advisory letter of the master, prototype or volume submitter plan sponsor of the plan and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualification of such plan. No Benefit Plan is an “employee welfare benefit plan” "EMPLOYEE WELFARE BENEFIT PLAN" (as defined in Section 3(1) of ERISA) that at any time prior to the Closing was not exempt from the annual reporting requirement set forth in Section 104(a) of ERISA, as provided in 29 CFR Section 2520.104-20. No Benefit Plan is a “voluntary employees beneficiary association” "VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION" (within the meaning of section Section 501(c)(9) of the Code) and there have been no other “welfare benefit funds” "WELFARE BENEFIT FUNDS" (within the meaning of Section 419 of the Code) relating to Employees or former employeesEmployees. No event or condition exists with respect to any Benefit Plan that could reasonably be expected to subject the Company or any of its ERISA Affiliates to any material Tax under Section 4980B of the Code, or other applicable law. With respect to each Benefit Plan, the Company has each heretofore delivered or made available to the Parent complete and correct copies of the following documents, where applicable and to the extent available: (i) the most recent annual report (Form 5500 series), together with schedules, as required, filed with the IRS, and any financial statements and opinion required by Section 103(a)(3) of ERISA, (ii) the most recent determination letter issued by the IRS, (iii) the most recent summary plan description and all summaries of material modifications related theretomodifications, as well as all other descriptions distributed to Employees or set forth in any manuals or other documents, (ivii) the text of the Benefit Plan and of any trust, insurance or annuity contracts maintained in connection therewith, in each case, as currently in effect, therewith and (viii) the most recent actuarial report, if any, relating to the Benefit Plan. None of the Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code; and none of the Benefit Plans is, or has been, the subject of any investigation, audit or action by the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation as to which the Company or any of its ERISA Affiliates has received written notice. (e) No Benefit Plan provides benefits, including, without limitation, death, medical or severance benefits, with respect to current or former employees or directors (or their beneficiaries) beyond their retirement or other termination of service other than (i) coverage for benefits mandated by applicable law, (ii) deferred compensation benefits properly accrued as liabilities on the Financial Statements, (iii) benefits under a plan that is intended to be qualified under Section 401(a) of the Code, or (iv) benefits the full cost of which is borne by the current or former employee or director or his beneficiaries. (f) All Benefit Plans comply and have been administered in form and operation, in all material respects, in compliance with all requirements of laws and regulations applicable thereto. (g) There have been no “prohibited transactions” (as described in 406 of ERISA or 4975 of the Code) with respect to any Benefit Plan for which no exception is applicable. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Benefit Plan, and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits).