Common use of Events Subsequent to Financial Statements Clause in Contracts

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 of the Seller Disclosure Letter, since January 31, 1998, there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries; (b) Any sale, lease, conveyance, license or assignment of any material assets, tangible or intangible, of the Company or any of its Subsidiaries, other than sales of inventory in the ordinary course of business; (c) Any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company or any of its Subsidiaries; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreement; (e) Any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on any of the assets, tangible or intangible, of the Company or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement; (g) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00); (h) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of business; (i) Any arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreement; (j) Any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this Agreement; (k) Any loan to or other transaction with any officer, director or Shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customer.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterFinancial Statements, since January December 31, 19981997, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business of either CPI or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesCII; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company either CPI or any of its SubsidiariesCII, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company either CPI or any of its SubsidiariesCII; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company either CPI or any of its Subsidiaries CII or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company either CPI or any of its Subsidiaries CII (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company either CPI or any of its Subsidiaries CII other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 5,000 in the aggregate; , and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company either CPI or any of its Subsidiaries CII of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company either CPI or any of its Subsidiaries CII of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any except licenses of software made in the ordinary course of business, consistently with past practice, any sale, assignment, transfer or grant by the Company either CPI or any of its Subsidiaries CII of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company either CPI or its Subsidiaries CII not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company either CPI or any of its SubsidiariesCII, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (of either CPI or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementCII; (kl) Any any issuance, sale or other disposition by either CPI or CII of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company either CPI or any of its Subsidiaries CII giving rise to any claim or right of the Company either CPI or any of its Subsidiaries CII against any such person or of such person against the Company either CPI or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessCII; (ln) Any any payment to or other transaction with any officer, director or shareholder of either CPI or CII involving an amount in excess of $5,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company either CPI or any of its Subsidiaries CII is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company either CPI or any of its Subsidiaries;CII; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction business by either CPI or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerCII.

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 Since the date of the Seller Disclosure LetterFinancial Statements, since January 31and except for any events, 1998occurrences or developments disclosed in any Public Reports or that have been otherwise disclosed to Pampa in writing, there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, Subject Companies have conducted their business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries; (b) Any sale, lease, conveyance, license or assignment of any material assets, tangible or intangible, of the Company or any of its Subsidiaries, other than sales of inventory only in the ordinary course of business; (c) Any damagebusiness on a basis consistent with past practice, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company or any of its Subsidiaries; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreement; (e) Any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on any of the assets, tangible or intangible, of the Company or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement; (g) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00); (h) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of business;and: (i) Any arrangementThere has not been any event, agreement occurrence or undertaking entered into by development which would have a Material Adverse Effect in respect of any Subject Company, other than any events, changes or occurrences relating to the Company economy in general or its Subsidiaries the relevant industry in general and not terminable specifically relating to any such Subject Company; (ii) None of the Subject Companies has (A) declared, set aside or paid any dividends on thirty or made other distributions in respect of any of their capital stock or equity interests, (30B) days split, combined or less notice without cost reclassified any of their capital stock or liability (includingequity interests or issued or authorized or proposed the issuance of any other securities in respect of, without limitation, any payment in lieu of or promise in substitution for, shares of their capital stock or equity interests, (C) issued any securities or granted options, warrants or rights to pay purchase any bonus securities, or special compensation (D) repurchased, directly or indirectly, redeemed or otherwise acquired any shares of their capital stock or equity interests or any increase in compensationsecurities convertible into or exercisable for any shares of its capital stock or equity interests; (iii) with employees or any increase in compensation or benefits to officers or directors None of the Company Subject Companies has amended its bylaws or made any change in any method of its Subsidiariesaccounting or auditing practice, other than as required for purposes of compliance with U.S. securities laws, rules or regulations; (iv) None of the Subject Companies has created any subsidiary, or acquired (whether by merger, consolidation or otherwise) any equity or ownership interest in any other person; (v) None of the Subject Companies has (A) acquired or sold any business, entity or assets, other than in the ordinary course of business business, (B) permitted the acceleration, termination, or consummating the transactions contemplated or provided for in this Agreement; (j) Any change made or authorized in the articles cancellation of incorporation or other charter documents or bylaws any material contract (or comparable governing instrumentsseries of related material contracts), (C) of the Company incurred, created, assumed, guaranteed or otherwise become liable for any of its Subsidiaries material debt or liability other than those contemplated or provided for in this Agreement; (k) Any loan to or other transaction with any officer, director or Shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; business consistent with past practice, (lD) Any accelerationcancelled any debt or waived, terminationreleased, modification compromised or cancellation cancelled any claims or threat thereof by any party of any contractrights, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or except in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of businessbusiness consistent with past practices, or (E) permitted any of its material properties or assets to be subject to any encumbrance or third party rights; (nvi) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors None of the CompanySubscribing Holders or Subject Companies has authorized, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or committed or agreed to take, any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for actions described in this Agreement; or (oSection 2.2(b) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customer.

Events Subsequent to Financial Statements. Except as set forth disclosed in the Financial Statements, permitted in this Agreement or specified in Section 3.15 3.6 of the Seller Disclosure LetterSchedule, since January December 31, 1998, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesAtkixx Xxxagement; (b) Any other than (i) the distribution by Atkixx Xxxagement to the Shareholder of an investment asset valued at approximately $100,000, (ii) the payment by Atkixx Xxxagement to the Shareholder of a cash bonus not in excess of $40,000, and (iii) the distribution by Atkixx Management to the Shareholder its interests in the Investment Partnerships (herein so called) established between the Shareholder and artists under the Shareholder's management, any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesAtkixx Xxxagement, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company or any of its SubsidiariesAtkixx Xxxagement; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Atkixx Management or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company or any of its Subsidiaries Atkixx Xxxagement (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Atkixx Xxxagement other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 10,000 in the aggregate; , and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Atkixx Xxxagement of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Atkixx Xxxagement of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any except licenses of software made in the ordinary course of business, consistently with past practice, any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Atkixx Xxxagement of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries Atkixx Xxxagement not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesAtkixx Xxxagement, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementAtkixx Xxxagement; (kl) Any any issuance, sale or other disposition by Atkixx Xxxagement of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries Atkixx Xxxagement giving rise to any claim or right of the Company or any of its Subsidiaries Atkixx Xxxagement against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessAtkixx Xxxagement; (ln) Any any payment to or other transaction with any officer, director or shareholder of Atkixx Xxxagement involving an amount in excess of $5,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Atkixx Xxxagement is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries;Atkixx Xxxagement; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerAtkixx Xxxagement.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterCompany Audited Financial Statements or on Schedule 5.8 hereto, since January August 31, 1998, 1998 there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries;Company; AGREEMENT AND PLAN OF REORGANIZATION - 16 (b) Any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesCompany, other than sales of inventory in the ordinary course of business; (c) Any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting adversely and materially the properties or business of the Company or any of its SubsidiariesCompany; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind Lien on any of the assets, tangible or intangible, of the Company or any of its Subsidiaries (other than liens Liens arising by operation of law which secure obligations which are not yet due and payable), nor any ; (f) Any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street and (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any cancellation or satisfaction compromise by the Company or any of its Subsidiaries of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising or other rights or releases thereof copyrights, except in the ordinary course of business; (ij) Any change made or authorized in the Articles of Incorporation or Bylaws (or similar organizational documents) of the Company; (k) Any acceleration, termination, modification or cancellation (or threat thereof) by any party of any contract, lease or other agreement or instrument to which the Company is a party or by which it is bound so as to affect, materially and adversely, the properties or business of the Company; (l) Any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this AgreementCompany; (jm) Any change made or authorized in the articles of incorporation Except as disclosed on Schedule 5.22 hereof, any issuance, transfer, sale or other charter documents or bylaws (or comparable governing instruments) of disposition by the Company of any shares of its capital stock or other equity securities, AGREEMENT AND PLAN OF REORGANIZATION - 17 or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its Subsidiaries capital stock or other than those contemplated or provided for in this Agreement;equity securities; or (kn) Any Except as disclosed in Schedule 5.22 hereof, any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customer.

Events Subsequent to Financial Statements. Except Since the date of the financial statements referred to in Section 9.5 above, except as set forth in Section 3.15 of the Seller Disclosure Letter, since January 31, 1998, Schedule 9.6 there has not beenbeen no, and there has been no threatened or anticipated: (a) Any material adverse change in the consolidated financial condition, results assets, liabilities, prospects, or business of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesSeller; (b) Any saledamage, leasedestruction, conveyanceor loss, license whether or assignment not covered by insurance, materially adversely affecting the business, prospects or any property of Seller or any material assets, tangible or intangible, of the Company or any of its Subsidiaries, other than sales of inventory deterioration in the ordinary course operating condition of businessSeller's assets; (c) Any damagedeclaration, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company or any of its Subsidiaries; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares a dividend, return of capital stock or other distribution in respect of the Company any of any of Seller's capital stock, or any of its Subsidiaries direct or any indirect redemption, purchase or other acquisition of any capital stock or securities convertible into or exchangeable for such shares other than consummating capital stock; (d) strike, lockout, labor trouble or any event or condition of any character materially adversely affecting the transactions contemplated and provided for in this Agreementbusiness, properties or prospects of Seller; (e) Any mortgage or pledge ofof or creation of any other lien, claim or subjection encumbrance with respect to any lien, charge, security interest or encumbrance of any kind on any of the Seller's assets, whether tangible or intangible, ; (f) making or authorization of any capital expenditures in excess of $200,000 without the Company written approval of Purchaser; (g) cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of its Subsidiaries any debts or claims against any affiliate of Seller; (h) sale, transfer or other disposition of any assets of Seller, except sales of assets in the ordinary course of business and the assignment of all assets of Betelgeuse Productions, Inc., a New York corporation, to Seller (other than liens arising by operation of law which secure obligations which are not yet due and payablethose related to nProcess, Inc., a Delaware corporation), nor any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than ; (i) those incurred payment, discharge or satisfaction of any liability or obligation, whether accrued, absolute, contingent, or otherwise, by Seller, other than the payment, discharge or satisfaction, in the ordinary course of business, which would include any working capital loans pursuant to of liabilities or obligations shown or reflected on the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those financial statement attached hereto or incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement; (g) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00); (h) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of business; (i) Any arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating since the transactions contemplated or provided for in this Agreementdate thereof; (j) Any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this Agreement; (k) Any loan to or other transaction with any officer, director or Shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customer.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterFinancial Statements, since January December 31, 19981996, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesAvalon; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesAvalon, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company or any of its SubsidiariesAvalon; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Avalon or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company or any of its Subsidiaries Avalon (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Avalon other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 100,000 in the aggregate; , and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Avalon of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Avalon of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any except licenses of software made in the ordinary course of business, consistently with past practice, any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Avalon of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know- how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries Avalon not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesAvalon, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementAvalon; (kl) Any any issuance, sale or other disposition by Avalon of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries Avalon giving rise to any claim or right of the Company or any of its Subsidiaries Avalon against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessAvalon; (ln) Any any payment to or other transaction with any officer, director or shareholder of Avalon involving an amount in excess of $20,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Avalon is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries;Avalon; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerAvalon.

Events Subsequent to Financial Statements. Except as set forth in on Section 3.15 3.8 of the Seller Robcor Disclosure LetterSchedule, since January December 31, 19982006, there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries; (b) Any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company Robcor, Robcor, LLC or any of its Subsidiaries, other than sales of inventory in the ordinary course of businessMerger Sub; (cb) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company Robcor, Robcor, LLC or any of its SubsidiariesMerger Sub; (dc) Any except as contemplated by this Agreement, any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Robcor or any redemption, purchase or other acquisition of any such shares; (d) any issuance of shares other than consummating of capital stock or membership interests, as applicable, or the transactions contemplated and provided for granting, issuance or execution of any rights, warrants, options or commitments by Robcor, Robcor, LLC or Merger Sub, as the case may be, relating to its authorized or issued capital stock or membership interests, as applicable, except with respect to Robcor’s investment in this AgreementMerger Sub; (e) Any mortgage or pledge of, or any subjection to any lien, charge, security interest or encumbrance of any kind Lien on any of the assets, tangible or intangible, of the Company Robcor, Robcor, LLC or any of its Subsidiaries Merger Sub; (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor f) any incurrence of indebtedness or liability or assumption of obligations by the Company Robcor, Robcor, LLC or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this AgreementMerger Sub; (g) Any any waiver or release other than the cancellation of open purchase orders by customersRobcor, by the Company Robcor, LLC or any of its Subsidiaries Merger Sub of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (h) Any saleany compensation or benefits paid to officers or directors of Robcor, assignmentRobcor, transfer LLC or grant Merger Sub, except as to the cancellation of those shares of Robcor Common Stock held by the Company or any Xxxxx specified in Section 1.7 of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of businessthis Agreement; (i) Any arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreement; (j) Any change made or authorized in the articles Articles of incorporation Incorporation or other charter documents or bylaws (or comparable governing instruments) Bylaws of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementRobcor; (kj) Any any loan to or other transaction with any officer, director or Shareholder stockholder of the Company Robcor, Robcor, LLC or any of its Subsidiaries Merger Sub giving rise to any claim or right of the Company Robcor, Robcor, LLC or any of its Subsidiaries Merger Sub against any such person Person or of such person Person against the Company Robcor, Robcor, LLC or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this AgreementMerger Sub; or (ok) Any termination, modification any material adverse change in the condition (financial or cancellation of any booked open purchase orders by any customer otherwise) of the Company in excess properties, assets, liabilities or business of One Hundred Thousand Dollars ($100,000.00) for any individual order Robcor or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerRobcor, LLC.

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 of the Seller Disclosure Letter, since Since January 31, 1998, 1995 ----------------------------------------- there has not been: (a) Any any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of DSI and its Subsidiaries; (b) Any any sale, lease, conveyance, license or assignment of any material assets, tangible or intangible, of the Company DSI or any of its Subsidiaries, other than sales of inventory in the ordinary course Ordinary Course of businessBusiness; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company DSI or any of its Subsidiaries; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company DSI or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreement; (e) Any except as set out in Section 3.6 of the Disclosure Schedule, any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on any of the assets, tangible or intangible, of the Company DSI or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company DSI or any of its Subsidiaries other than (i) those incurred in the ordinary course Ordinary Course of businessBusiness, which would include any working capital loans pursuant to the CompanyDSI's credit line with Bank One, Sunrock and/or State Street Bank and Bank One Texas, N.A., (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 50,000.00 in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any except as set out in Section 3.6 of the Disclosure Schedule, any cancellation or satisfaction by the Company DSI or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course Ordinary Course of businessBusiness, which in the aggregate, are not material other than a cancellation of an obligation of Xxxx to DSI in the approximate amount of $2,000,000.00 and other than consummating the transactions contemplated or provided for in this Agreement; (g) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company DSI or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00); (h) Any any sale, assignment, transfer or grant by the Company DSI or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course Ordinary Course of businessBusiness; (i) Any any arrangement, agreement or undertaking entered into by the Company DSI or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company DSI or any of its Subsidiaries, other than in the ordinary course Ordinary Course of business Business or consummating the transactions contemplated or provided for in this Agreement; (j) Any any change made or authorized in the articles of incorporation or other charter documents document or bylaws (of DSI or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementAgreement other than to amend the Articles of Incorporation to provide for officer and director indemnity, provision for additional stock, preemptive rights, cumulative voting, cancellation of all Treasury or other stock of DSI held by DSI, super majority approval of 85% of shareholders and stock split of 3,500 to 1; (k) Any any issuance, sale or other disposition by DSI or its Subsidiaries of any shares of their respective capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of their respective capital stock or other equity securities other than assignments of capital stock of a Subsidiary by another Subsidiary to DSI and other than those contemplated and provided for in this Agreement; (l) except as set forth in Section 3.6 of the Disclosure Schedule, any loan to or other transaction with any officer, director or Shareholder shareholder of the Company DSI or any of its Subsidiaries giving rise to any claim or right of the Company DSI or any of its Subsidiaries against any such person or of such person against the Company DSI or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course Ordinary Course of businessBusiness; (lm) Any any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, instrument other than the cancellation or modification of open purchase orders by customers or vendors of the CompanyDSI, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) 100,000 to which the Company DSI or any of its Subsidiaries is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company DSI or any of its Subsidiaries; (mn) Any any pledge or gift of any charitable or other capital contribution outside the ordinary course Ordinary Course of businessBusiness; (no) Any except as disclosed in Section 3.6 of the Disclosure Schedule, any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) 100,000 or related transactions or commitments, commitments other than the modification modifications or cancellation of open purchase orders by customers or vendors of the CompanyDSI, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) 100,000 entered into by the Company DSI or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on would materially adversely affect the properties or business of the Company DSI or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (op) Any termination, modification or cancellation of any booked open purchase orders by any customer customers of the Company DSI in excess of One Hundred Thousand Dollars ($100,000.00) 200,000 for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 in the aggregate by any single customeraggregate.

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 of Since the Seller Disclosure LetterVitro Financial Statements (i.e., since January 3128, 19982004), there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its Subsidiaries; (b) Any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company Hi-Tech, VitroCo or any VitroTech, except for Hi-Tech's transfer of its Subsidiaries, other than sales of inventory assets to VitroCo as capital contributions to Vitro or in the ordinary course of businesstheir businesses; (cb) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company Hi-Tech, VitroCo or any of its SubsidiariesVitroTech; (dc) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares membership interests of capital Hi-Tech or VitroCo or with respect to the stock of the Company or any of its Subsidiaries VitroTech, or any redemption, purchase or other acquisition of any such shares membership interests or stock; (d) except for the issuance of membership interests in Hi-Tech to Value Plus, LLC, any issuance of membership interest or the granting, issuance or execution of any rights, options or other than consummating commitments by Hi-Tech or VitroCo, as the transactions contemplated and provided for in this Agreementcase may be, relating to its membership interests or any issuance of stock or the granting, issuance or execution of any rights, options or other commitments by VitroTech, as the case may be, relating to its stock; (e) Any mortgage or pledge of, or any subjection to any lien, charge, security interest or encumbrance of any kind lien on any of the assets, tangible or intangible, of the Company VitroCo or any of its Subsidiaries VitroTech; (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor f) any incurrence of indebtedness or liability or assumption of obligations by the Company VitroCo or any of its Subsidiaries VitroTech other than (i) those incurred VitroCo's assumption of certain obligations of Hi-Tech as part of Hi-Tech's capitalization of VitroCo or in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation or satisfaction by the Company or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementtheir businesses; (g) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company VitroCo or any of its Subsidiaries VitroTech of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (h) Any saleany compensation or benefits paid to officers, assignment, transfer directors or grant by the Company members of VitroCo or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of businessVitroTech; (i) Any arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreement; (j) Any change made or authorized in the articles Articles of incorporation Organization or Operating Agreement of VitroCo or any change made or authorized in the Certificate of Incorporation or Bylaws of VitroTech; (j) any damage, destruction or loss from fire, water, accident or other charter documents such casualty (whether or bylaws (or comparable governing instrumentsnot covered by insurance) of the Company or to any of its Subsidiaries other than those contemplated VitroCo's or provided for in this AgreementVitroTech's property or assets; (k) Any any loan to or other transaction with any officer, director officer or Shareholder member of the Company or any of its Subsidiaries VitroCo giving rise to any claim or right of the Company or any of its Subsidiaries VitroCo against any such person or of such person against the Company VitroCo or any loan to or other transaction with any officer or director of its Subsidiaries other than normal recurring travel VitroTech giving rise to any claim or right of VitroTech against any such person or of such person against VitroTech; (l) any merger or consolidation with or acquisition of an interest in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof; (m) any mortgage, pledge or grant of a security interest in any of VitroCo or VitroTech's material assets, tangible or intangible; (n) any writing down or writing up the value of any of VitroCo's or VitroTech's assets (or failed to write down or write up any asset inconsistent with the past practice) or write off as uncollectible any of VitroCo's or VitroTech's account receivable, except write-downs and expense advances and expense accounts made write-offs in the ordinary course of business; (l) Any acceleration, terminationnone of which, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars aggregate, are material; ($50,000.00o) any loan made to which the Company or any guarantee of its Subsidiaries the indebtedness (of any kind) of any Person; (p) any material change in the customary operating methods of VitroCo or VitroTech, including policies and practices relating to pricing, selling and marketing; (q) any settlement or compromise of any litigation in which VitroCo or VitroTech is a party or by which it is bound, which has had or is reasonably likely to that would otherwise have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiariesbeen required to be disclosed pursuant to this Agreement; (mr) Any pledge any failure to renew any of VitroCo's insurance policies that is scheduled to terminate or gift of any charitable or other capital contribution outside expire within sixty (60) calendar days after the ordinary course of businessClosing Date; (ns) Any other transaction any abandoning or commitment in excess of Fifty Thousand Dollars allowing to lapse any Intellectual Property ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had registration or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for application in this Agreementrespect thereof); or (ot) Any termination, modification any material adverse change in the condition (financial or cancellation of any booked open purchase orders by any customer otherwise) of the Company in excess properties, assets, liabilities or business of One Hundred Thousand Dollars ($100,000.00) for any individual order VitroCo or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerVitroTech.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterFinancial Statements or permitted in this Agreement, since January 31February 28, 19981999, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesConcert Services; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesConcert Services, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company or any of its SubsidiariesConcert Services; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Concert Services or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company or any of its Subsidiaries Concert Services (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Concert Services other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 10,000 in the aggregate; , and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Concert Services of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Concert Services of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any (except for licenses of software made in the ordinary course of business, consistently with past practice) any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Concert Services of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries Concert Services not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesConcert Services, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementConcert Services; (kl) Any any issuance, sale or other disposition by Concert Services of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries Concert Services giving rise to any claim or right of the Company or any of its Subsidiaries Concert Services against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessConcert Services; (ln) Any any payment to or other transaction with any officer, director or shareholder of Concert Services involving an amount in excess of $5,000, individually or in the aggregate, other than the payment of monthly compensation (or bonus compensation) consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Concert Services is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries;Concert Services; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerConcert Services.

Events Subsequent to Financial Statements. Except as set forth disclosed in the Financial Statements or in Section 3.15 3.6 of the Seller Disclosure LetterSchedule, since January December 31, 19981997, there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, business any Material Adverse Effect on either VAB or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesManager; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company either VAB or any of its SubsidiariesManager, other than sales of inventory in the ordinary course of business; (c) Any any material damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company either VAB or any of its SubsidiariesManager; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this AgreementStock; (e) Any any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company either VAB or any of its Subsidiaries Manager (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company either VAB or any of its Subsidiaries Manager other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street business and (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 100,000 in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company either VAB or any of its Subsidiaries Manager of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company either VAB or any of its Subsidiaries Manager of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any any sale, assignment, transfer or grant by the Company either VAB or any of its Subsidiaries Manager of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company either VAB or its Subsidiaries Manager not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company either VAB or any of its SubsidiariesManager, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (of either VAB or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementManager; (kl) Any any issuance, sale or other disposition by either VAB or Manager of shares of its capital stock or other equity securities or interests, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of capital stock or other equity securities or interests; (m) any loan to or other transaction with TBA, any affiliate of TBA, or any officer, director director, shareholder, employee or Shareholder consultant of the Company or any of its Subsidiaries TBA, any affiliate of TBA, VAB or Manager giving rise to any claim or right of the Company or any of its Subsidiaries TBA, any affiliate of TBA, VAB or Manager against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course TBA, any affiliate of businessTBA, VAB or Manager; (ln) Any any payment to or other transaction with TBA, any affiliate of TBA, or any officer, director, shareholder, employee or consultant of any of TBA, any affiliate of TBA, VAB or Manager involving an amount in excess of $10,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company VAB or any of its Subsidiaries Manager is a party or by which it is boundthey are bound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of VAB or Manager; or (p) any commitment to do any of the Company foregoing or any of its Subsidiaries; (m) Any pledge other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerVAB and Manager.

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 Since the date of the Seller Disclosure Letter, since January 31, 1998financial statements appearing as Schedule 3.7, there has not beenbeen no, and there has been no threatened or anticipated: (a) Any material adverse change in the consolidated financial condition, results assets, liabilities, prospects or business of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesCORPORATION; (b) Any saledamage, leasedestruction or loss (whether or not covered by insurance) materially adversely affecting the business, conveyance, license prospects or assignment any property of CORPORATION or any material assets, tangible or intangible, of the Company or any of its Subsidiaries, other than sales of inventory deterioration in the ordinary course operating condition of businessCORPORATION'S assets; (c) Any damagedeclaration, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company or any of its Subsidiaries; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares a dividend, return of capital stock or other distribution in respect of the Company any of CORPORATION'S capital stock, or any of its Subsidiaries direct or any indirect redemption, purchase or other acquisition of any capital stock or securities convertible into or exchangeable for such shares other than consummating capital stock; (d) lockout, labor trouble or any event or condition of any character materially adversely affecting the transactions contemplated and provided for in this Agreementbusiness, properties or prospects of CORPORATION; (e) Any mortgage or pledge ofof or creation of any other lien, claim or subjection encumbrance with respect to any lien, charge, security interest or encumbrance of any kind on any of the CORPORATION'S assets, whether tangible or intangible, of the Company or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (f) Any cancellation making or satisfaction by the Company or any of its Subsidiaries authorization of any debt or claim or advance, except for adjustments made capital expenditures in the ordinary course excess of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement$ ____; (g) Any cancellation or waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries of any right material to the operation of CORPORATION'S business or any cancellation or waiver of any material debts or claims of substantial value in excess or any cancellation or waiver of Fifty Thousand Dollars ($50,000.00)any debts or claims against any affiliate of CORPORATION; (h) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries other disposition of any material rights under any concessionsassets of CORPORATION, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than except sales or gifts of products or advertising or other rights or releases thereof assets in the ordinary course of business; (i) Any arrangementpayment, agreement discharge or undertaking entered into satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesCORPORATION, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations shown or reflected on the financial statement attached hereto or incurred in the ordinary course of business since the date thereof; (j) adverse change or any threat of any adverse change in CORPORATION'S relations with, or any loss or threat of loss of, any of CORPORATION'S important suppliers, vendors, or contractors; (k) change by CORPORATION in the method of accounting or keeping its books of record or accounting practices; (l) creation, incurrence, assumption or guarantee by CORPORATION of any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business or consummating the transactions contemplated any creation, incurrence, assumption or provided for in this Agreement; (j) Any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this Agreement; (k) Any loan to or other transaction with any officer, director or Shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation or threat thereof guarantee by any party CORPORATION of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiariesindebtedness for money borrowed; (m) Any pledge disposition of or gift failure to keep in effect any rights in, to or for the use of any charitable material patent, trademark, service xxxx, trade name or copyright used by CORPORATION, or any disclosure to any person not an employee or other capital contribution disposition of any trade secret, process or know-how belonging to or used by CORPORATION; or (n) any transaction, agreement or event outside the ordinary course of business; (n) Any other transaction CORPORATION'S business or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerinconsistent with past practice.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterFinancial Statements, since January December 31, 19981997, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesMagnum; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesMagnum, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company or any of its SubsidiariesMagnum; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Magnum or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company or any of its Subsidiaries Magnum (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Magnum other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street and (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 5,000 in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Magnum of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Magnum of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any except licenses of software made in the ordinary course of business, consistently with past practice, any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Magnum of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries Magnum not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesMagnum, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementMagnum; (kl) Any any issuance, sale or other disposition by Magnum of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries Magnum giving rise to any claim or right of the Company or any of its Subsidiaries Magnum against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessMagnum; (ln) Any any payment to or other transaction with any officer, director or shareholder of Magnum involving an amount in excess of $5,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Magnum is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries;Magnum; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerMagnum.

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterFinancial Statements, since January December 31, 19981997, there has not been: (a) Any material any materially adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesImage; (b) Any any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesImage, other than sales of inventory in the ordinary course of business; (c) Any any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting materially adversely the properties or business of the Company or any of its SubsidiariesImage; (d) Any any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Image or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any any mortgage or pledge of, or subjection to any material lien, charge, security interest or encumbrance of any kind on on, any of the assets, tangible or intangible, of the Company or any of its Subsidiaries Image (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor ; (f) any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Image other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) 5,000 in the aggregate; , and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Image of any material debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Image of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any except licenses of software made in the ordinary course of business, consistently with past practice, any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Image of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising with respect to any know-how or other rights or releases thereof in the ordinary course of businessintangible assets; (ij) Any any material arrangement, agreement or undertaking entered into by the Company or its Subsidiaries Image not terminable on thirty (30) 30 days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its SubsidiariesImage, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreementbusiness; (jk) Any any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company or any of its Subsidiaries other than those contemplated or provided for in this AgreementImage; (kl) Any any issuance, sale or other disposition by Image of any shares of its capital stock or other equity securities, or any grant of any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) shares of its capital stock or other equity securities; (m) any loan to or other transaction with any officer, director or Shareholder shareholder of the Company or any of its Subsidiaries Image giving rise to any claim or right of the Company or any of its Subsidiaries Image against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of businessImage; (ln) Any any payment to or other transaction with any officer, director or shareholder of Image involving an amount in excess of $5,000, individually or in the aggregate, other than the payment of monthly compensation consistent with customary practice; (o) any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Image is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries;Image; or (mp) Any pledge any other material transaction or gift of any charitable or commitment entered into other capital contribution outside than in the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders business by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerImage.

Events Subsequent to Financial Statements. Except as set forth in Section 3.15 SECTION 5.1(p) of the Seller Company Disclosure Letter, since January 311, 1998, there has not been: (ai) Any material adverse change in the consolidated financial condition, results of operations, business or prospective sales (meaning the aggregate current, open purchase orders) of the Company Meritus or any of its Subsidiaries; (bii) Any sale, lease, lease conveyance, license or assignment of any material assets, tangible or intangible, of the Company Meritus or any of its Subsidiaries, other than sales of inventory in the ordinary course of business; (ciii) Any damage, destruction or property loss in excess of Fifty Twenty- Five Thousand Dollars ($50,000.0025,000.00), individually or in the aggregate, in each instance not covered by insurance, affecting adversely the properties or business of the Company Meritus or any of its Subsidiaries; (div) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company Meritus or any of its Subsidiaries or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreement; (ev) Any mortgage or pledge of, or subjection to any lien, charge, security interest or encumbrance of any kind on any of the assets, tangible or intangible, of the Company Meritus or any of its Subsidiaries (other than liens arising by operation of law which secure obligations which are not yet due and payable), nor any incurrence of indebtedness or liability or assumption of obligations by the Company Meritus or any of its Subsidiaries other than (i) those incurred in the ordinary course of businessbusiness of Meritus and its Subsidiaries, all as specified in SECTION 5.1(P) of the Company Disclosure Letter (which would include disclosure includes any working capital loans pursuant and all sums owed by Meritus or its Subsidiaries to the Company's credit line with Bank OneLi & Fung, Sunrock Ltd. and/or State Street (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in this Agreementits Affiliates); (fvi) Any cancellation cancexxxxion or satisfaction by the Company Meritus or any of its Subsidiaries of any debt or claim or advance, except for adjustments made in the ordinary course of business, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreement; (gvii) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company Meritus or any of its Subsidiaries of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00); (hviii) Any sale, assignment, transfer or grant by the Company Meritus or any of its Subsidiaries of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name or copyrights other than sales or gifts of products or advertising or other rights or releases thereof in the ordinary course of businesscopyrights; (iix) Any arrangement, agreement or undertaking entered into by the Company Meritus or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company Meritus or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreement; (jx) Any change made or authorized in the articles of incorporation or other charter documents or bylaws (or comparable governing instruments) of the Company Meritus or any of its Subsidiaries other than those contemplated or provided for in this Agreement; (kxi) Any loan to or other transaction with any officer, director or Shareholder of the Company Meritus or any of its Subsidiaries giving rise to any claim or right of the Company Meritus or any of its Subsidiaries against any such person or of such person against the Company Meritus or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (lxii) Any acceleration, termination, modification or cancellation or threat thereof by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) to which the Company Meritus or any of its Subsidiaries is a party or by which it is bound, which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries; (mxiii) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (nxiv) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Company Material Adverse Effect on the properties or business of the Company Meritus or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or; (oxv) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company Meritus in excess of Seventy-Five Thousand Dollars ($75,000.00) for any individual order or One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customer.;

Events Subsequent to Financial Statements. Except as set forth disclosed in Section 3.15 of the Seller Disclosure LetterAcquiror Financial Statements or on Schedule 4.8 hereto, since January 31June 30, 1998, there has not been: (a) Any material adverse change in the consolidated financial condition, results of operations, operations or business or prospective sales (meaning the aggregate current, open purchase orders) of the Company or any of its SubsidiariesAcquiror; (b) Any sale, lease, conveyancetransfer, license or assignment of any material assets, tangible or intangible, of the Company or any of its SubsidiariesAcquiror, other than sales of inventory in the ordinary course of business; (c) Any damage, destruction or property loss in excess of Fifty Thousand Dollars ($50,000.00)loss, individually whether or in the aggregate, in each instance not covered by insurance, affecting adversely and materially the properties or business of the Company or any of its SubsidiariesAcquiror; (d) Any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of the Company or any of its Subsidiaries Acquiror or any redemption, purchase or other acquisition of any such shares other than consummating the transactions contemplated and provided for in this Agreementshares; (e) Any mortgage or pledge of, or subjection to any lien, chargepledge, security interest or other encumbrance of any kind (each, a "Lien") on any of the assets, tangible or intangible, of the Company or any of its Subsidiaries (other Acquiror(other than liens Liens arising by operation of law which secure obligations which are not yet due and payable), nor any ; AGREEMENT AND PLAN OF REORGANIZATION - 8 (f) Any incurrence of indebtedness or liability or assumption of obligations by the Company or any of its Subsidiaries Acquiror other than (i) those incurred in the ordinary course of business, which would include any working capital loans pursuant to the Company's credit line with Bank One, Sunrock and/or State Street and (ii) those which do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate; and (iii) those incurred in the course of negotiating, documenting and consummating the transactions contemplated and provided for in by this Agreement; (fg) Any cancellation or satisfaction compromise by the Company or any of its Subsidiaries Acquiror of any debt or claim or advanceclaim, except for adjustments made in the ordinary course of businessbusiness which, which in the aggregate, are not material other than consummating the transactions contemplated or provided for in this Agreementmaterial; (gh) Any waiver or release other than the cancellation of open purchase orders by customers, by the Company or any of its Subsidiaries Acquiror of any right of any material value in excess of Fifty Thousand Dollars ($50,000.00)value; (hi) Any sale, assignment, transfer or grant by the Company or any of its Subsidiaries Acquiror of any material rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade name names or copyrights other than sales or gifts of products or advertising or other rights or releases thereof copyrights, except in the ordinary course of business; (i) Any arrangement, agreement or undertaking entered into by the Company or its Subsidiaries not terminable on thirty (30) days or less notice without cost or liability (including, without limitation, any payment of or promise to pay any bonus or special compensation or any increase in compensation) with employees or any increase in compensation or benefits to officers or directors of the Company or any of its Subsidiaries, other than in the ordinary course of business or consummating the transactions contemplated or provided for in this Agreement; (j) Any change made or authorized in the articles Articles of incorporation Incorporation or other charter documents or bylaws Bylaws (or comparable governing instrumentssimilar organizational documents) of the Company or any of its Subsidiaries other than those contemplated or provided for in this Agreement;Acquiror; or (k) Any loan to or other transaction with any officer, director or Shareholder of the Company or any of its Subsidiaries giving rise to any claim or right of the Company or any of its Subsidiaries against any such person or of such person against the Company or any of its Subsidiaries other than normal recurring travel and expense advances and expense accounts made in the ordinary course of business; (l) Any acceleration, termination, modification or cancellation (or threat thereof thereof) by any party of any contract, lease or other agreement or instrument, other than the cancellation or modification of open purchase orders by customers or vendors of the Company, that individually or in the aggregate involves in excess of Fifty Thousand Dollars ($50,000.00) instrument to which the Company or any of its Subsidiaries Acquiror is a party or by which it is boundbound so as to affect, which has had or is reasonably likely to have a Material Adverse Effect on materially and adversely, the properties or business of the Company or any of its Subsidiaries; (m) Any pledge or gift of any charitable or other capital contribution outside the ordinary course of business; (n) Any other transaction or commitment in excess of Fifty Thousand Dollars ($50,000.00) or related transactions or commitments, other than the modification or cancellation of open purchase orders by customers or vendors of the Company, in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) entered into by the Company or any of its Subsidiaries which has had or is reasonably likely to have a Material Adverse Effect on the properties or business of the Company or any of its Subsidiaries, or other than those contemplated or provided for in this Agreement; or (o) Any termination, modification or cancellation of any booked open purchase orders by any customer of the Company in excess of One Hundred Thousand Dollars ($100,000.00) for any individual order or Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate by any single customerAcquiror.