Common use of Entire Agreement and Modification Clause in Contracts

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer and the Company dated March 15, 2000 and all drafts hereof and thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15June 30, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15on or about April 6, 2000 and all drafts hereof and thereof) 1999 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer Exclusivity Letter among Buyer, Sellers and the Company Holdings dated March 15November 20, 2000 and all drafts hereof and thereof) 2003), and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15, 2000 and all drafts hereof and thereofJune 1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15August 16 and 17, 2000 and all drafts hereof and thereof) 2001), and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Term Sheet between Buyer and the Company dated March 15December 8, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (matter, including the term sheet Letter of Intent between the predecessor to the Buyer and Seller dated November 3, 1997 and the Company modification to the Letter of Intent dated March 15December 23, 2000 and all drafts hereof and thereof) 1997, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15October 6, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Amended and Restated Letter of Intent, as amended, between Buyer and the Company dated March 15__, 2000 and all drafts hereof and thereof2004) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15May 2, 2000 and all drafts hereof and thereof2001) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and Buyer, the Company and Seller dated March 15July 25, 2000 and all drafts hereof and thereof2001, as amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior oral or written agreements between the parties with respect to its subject matter (including the term sheet letter of intent between Buyer and the Company Seller dated March 15June 13, 2000 and all drafts hereof and thereof) 2001 and constitutes (along with the other agreements and documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15September 26, 2000 and all drafts hereof and thereof) 1997), and constitutes (along with the documents and agreements referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer Buyers and the Company Sellers dated March 15May 13, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15, 2000 and all drafts hereof and thereof199 ) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15June 16, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreements, whether written or oral, between the parties Parties with respect to its subject matter (including the term sheet Confidential Letter of Intent dated July 7, 2004 between Buyer and the Company Sellers dated March 15July 7, 2000 and all drafts hereof and thereof) 2004, and constitutes (along with the Schedules, Exhibits and other documents referred delivered pursuant to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15February 11, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between among the parties with respect to its subject matter (including the term sheet between Buyer and unexecuted letters of intent from Block to the Company dated February 2, March 1511 and March 31, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15May 18, 2000 and all drafts hereof and thereof2001) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.. 26 6.8

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15February 8, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet including, without limitation, that certain Heads of Terms, dated as of September 1, 2016, between Buyer Purchaser and the Company dated March 15, 2000 and all drafts hereof and thereofSeller) and constitutes (along together with the documents referred to in this AgreementRelated Agreements) a complete and exclusive statement of the terms of the agreement between the parties with respect to its and their subject matter. This Except as specifically provided in Section 7.10, this Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.both parties hereto

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15June 14, 2000 2006 and all drafts hereof and thereofamendments thereto) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties (including, but not limited to the Term Sheet dated May 12, 1999) with respect to its subject matter (including the term sheet between Buyer and the Company dated March 15, 2000 and all drafts hereof and thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15November 14, 2000 and all drafts hereof and thereof2002) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15April 7, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 12, 2000 and all drafts hereof and thereof2003) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended changed or terminated except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15August 16 and 17, 2000 and all drafts hereof and thereof) 2001), and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.,

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer Memorandum Agreement among Buyer, Seller and the Company Housewares dated March 15October 29, 2000 and all drafts hereof and thereof1996) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15January 7, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15February 22, 2000 and all drafts hereof and thereof2000) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer and the Company Option Agreement dated March 15June 2, 2000 and all drafts hereof and thereof1999, as amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15on or about December 17, 2000 and all drafts hereof and thereof1998) and constitutes (along with the Schedules and documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15May 7, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Memorandum of Agreement between Buyer and Buyer, the Company and Sellers dated March 15April 7, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Except as provided in Section 11.3, this Agreement (along with the documents referred to in this Agreement) supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March September 15, 2000 and all drafts hereof and thereof2009) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 17, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Memorandum of Agreement between Buyer and the Company Sellers dated March 15February 18, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Term Sheet between Buyer and the Company Shareholders dated March 15APRIL 2, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Interest between Buyer and the Company Sellers dated March 15August 2, 2000 and all drafts hereof and thereof2002) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15December 26, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer Purchaser and the Company Sellers dated March 15January 9, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15July 23, 2000 and all drafts hereof and thereof2002) and constitutes (along with the documents referred to in incorporated into this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement (together with the documents referred to in this Agreement) supersedes all prior agreements between the parties Parties with respect to its subject matter (including without limitation the term sheet Letter of Intent between Buyer and Seller or Parent dated August 29, 2002 and the Company dated March 15, 2000 letter of even date therewith appended thereto and all drafts hereof and thereofany prior agreements relative to confidentiality) and constitutes (along with the documents referred to in this AgreementSeller Supplemental Agreements and Buyer Supplemental Agreements) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentagreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer Parent and the Company certain Sellers dated March 15July 18, 2000 and all drafts hereof and thereof2000) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes supercedes all prior agreements between the parties Parties with respect to its subject matter (including the term sheet between Buyer and the Company Buyer's Letter of Intent dated March 15December 20, 2000 and all drafts hereof and thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party Party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller's Indemnifiers dated March 15December 1, 2000 1997 and all drafts hereof and thereof) signed by Seller's Indemnifiers December 5, 1997 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15December 17, 2000 and all drafts hereof and thereof1996) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 10, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Agreement between Buyer and the Company Sellers dated March 15October 29, 2000 and all drafts hereof and thereof1996) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 25, 2000 and all drafts hereof and thereof1997, as amended) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended amended, except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March April 15, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15December 3, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15, 2000 and all drafts hereof and thereofDecember 15,1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 3, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.be

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet letter of intent between Seller and Buyer and the Company dated March 15as of July 3, 2000 and all drafts hereof and thereof) 1997, and constitutes (along with the documents referred to in this AgreementAgreement and the Confidentiality Agreement dated __________, 1997) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Terms Sheet between Buyer and the Company Seller dated March 15August 27, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements Contracts between the parties with respect to its subject matter (including the term sheet letter of intent between Buyer Xxxxxx and the Company Seller dated March 15September 1, 2000 and all drafts hereof and thereof2006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement Contract between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15July 31, 2000 and all drafts hereof and thereof2000) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement inclusive of all Agreements herein referenced supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 1530, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer and the Company dated March 15, 2000 and all drafts hereof and thereof) and constitutes (along with the 2001 Purchase Agreement and the documents referred to in this Agreementtherein) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 1526, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Except as otherwise specified herein, this Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15October 23, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between proposal letter of the Buyer and the Company dated March 15January 26, 2000 and all drafts hereof and thereof2004) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with Sellers and a duly authorized officer of the amendmentBuyer specifically stating that it amends this Agreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter or Intent between Buyer and the Company Sellers dated March 15December 10, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15, 2000 and all drafts hereof and thereof) 2001, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company dated March 15April 21, 2000 and all drafts hereof and thereof2003) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15April 17, 2000 and all drafts hereof and thereof) 2008 and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Proposal of Joint Venture between Buyer and the Company dated March 15April 27, 2000 and all drafts hereof and thereof2000) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Owners dated March 15May 2, 2000 and all drafts hereof and thereof2006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements agreement between the parties with respect to its subject matter (including the term sheet Proposal of Joint Venture between Buyer and the Company dated March 15April 27, 2000 and all drafts hereof and thereof2000) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer Purchaser and the Company Sellers dated March 15September 5, 2000 1997, and all drafts hereof and thereofany side letters sent in conjunction therewith) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer Purchaser and the Company Sellers dated March 15September 26, 2000 and all drafts hereof and thereof) 1996), and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all ---------------------------------- prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer and the Company dated March 15, 2000 and all drafts hereof and thereof) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer No-Shop Letter and the Company extensions dated March 15June 13, 2000 1997, and all drafts hereof July 23, 1997, respectively, and thereofthe Letter of Intent dated July 25, 1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15April 4, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15September 13, 2000 and all drafts hereof and thereof) 2005, and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Confidentiality Agreement dated January 22, 1997, between Buyer and the Company dated March 15Xxxxxx X. Xxxxxx, 2000 and all drafts hereof and thereofXx.) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15December 17, 2000 and all drafts hereof and thereof2013) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet between Buyer and the Company dated March 15, 2000 and all drafts hereof and thereof) and constitutes (along with the documents referred to in this Agreement, including the Bill of Sale, the Note and the Assignment) a complete and exclusive statement stxxxxent of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 1516, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet letter of intent between Buyer and Sellers dated March 4, 1998 and agreed to on March 6, 1998, and the Confidentiality Agreement between the Company and the Buyer dated March 15April 17, 2000 and all drafts hereof and thereof1998) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15September 21, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all --------------------------------- prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15November 20, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15December 30, 2000 and all drafts hereof and thereof2005) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the each party to be charged with the amendmentthis Agreement.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Confidentiality Agreement and the Letter of Intent) between Buyer and the Company Seller dated March 15February 14, 2000 and all drafts hereof and thereof2006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15September 24, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by all the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated February 5, 1999, as amended March 153, 2000 and all drafts hereof and thereof1999) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 156, 2000 and all drafts hereof and thereof1997) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including including, without limitation, that certain Exchange Agreement dated as of May 10, 1999, which the term sheet between Buyer parties agree, upon execution and the Company dated March 15delivery of this Agreement, 2000 and all drafts hereof and thereofshall be of no further force or effect) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendmentparties hereto.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Seller dated March 15October 24, 2000 and all drafts hereof and thereof2006) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the term sheet Letter of Intent between Buyer and the Company Sellers dated March 15October 25, 2000 and all drafts hereof and thereof2002) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.