Common use of Operation of Business Clause in Contracts

Operation of Business. Company will not (and will not cause or permit any of its Subsidiaries to) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Except as contemplated by this Agreement or as set forth in Schedule 4.4, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will:the Parent (which shall not be unreasonably withheld or delayed): (1a) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylaws; (2) Grant other securities of the Company or any options, warrants, options or other rights to purchase or obtain acquire any of its such stock or issueother securities; (b) split, sell, combine or otherwise dispose of reclassify any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declarestock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any indebtedness for borrowed money or capitalized lease obligation outside (including obligations in respect of capital leases) except in the Ordinary Course of BusinessBusiness or in connection with the transactions contemplated by this Agreement; providedassume, howeverguarantee, that Company may issue Convertible Debt to endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereofother person or entity; or make any loans, and that the Conversion Ratio will be automatically adjusted to take into account advances or capital contributions to, or investments in, any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedother person or entity; (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or acquire materially modify the securities employment terms of, its directors, officers or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement, when construed collectively, becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. The Company will not (covenants and will not cause agrees that, except as permitted, required or permit any of its Subsidiaries to) engage in any practice, take any actionspecifically contemplated by, or enter into any transaction outside otherwise described in, this Agreement or the Ordinary Course of Business. Without limiting other Transaction Documents or otherwise consented to or approved in writing by the generality of MidOcean Investor and the foregoing, without Sandler Investors during the prior written consent of Shell, neither Company nor any of its Subsidiaries willperiod commencing on the date hereof and ending on the Closing Date: (1a) Authorize or effect any change in its charter or bylawsThe Company and each of the Subsidiaries will conduct their respective operations only according to their ordinary and usual course of business consistent with past practice and will use their reasonable best efforts to preserve intact their respective business organization, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, joint venture partners, and others having significant business relationships with them; (2b) Grant any options, warrants, or other rights to purchase or obtain any Each of the Company and the Subsidiaries shall: (i) operate its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon business in all material respects in the conversion or exercise of options, warrants, ordinary course and other rights currently outstanding)in material compliance with Applicable Laws; (3ii) Declarenot adopt any amendment to its Certificate of Incorporation or by-laws or comparable organizational documents; (iii) not split, set aside, combine or reclassify any shares of the Company's Capital Stock; (iv) not declare or pay any dividend or distribution (whether in cash, stock or property) in respect of its Capital Stock or increase the number of shares subject to any stock incentive or option plan with respect to its stock the Capital Stock of the Company or any Subsidiary; (whether in cash or in kind)v) not take any action, or redeemknowingly omit to take any action, repurchasethat would, or otherwise acquire that would reasonably be expected to, result in (a) any of the representations and warranties of the Company set forth in Article III becoming untrue or (b) any of the conditions to the obligations of the Investors set forth in Section 7.2 not being satisfied or (c) the triggering of any of the anti-dilution adjustments under the Certificate of the Powers, Designations, Preferences and Rights relating to the Original Preferred Stock; (vi) not issue or sell any shares of its Capital Stock (other than (a) in connection with the exercise of options or warrants outstanding on the date hereof or (b) in connection with the Private Placement) or any of its other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of, any shares of its Capital Stock or any of its other securities, or make any other changes in its capital stockstructure; (4vii) Issue any notenot acquire (by merger, bondconsolidation, or acquisition of stock or assets) any corporation, partnership or other debt security business or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increaseddivision thereof; (5viii) Make any capital investment innot, make any loan toexcept to the extent required under existing employee and director benefit plans, agreements or acquire arrangements as in effect on the securities date of this Agreement, increase the compensation or assets fringe benefits of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officersofficers or employees, and except for increases in salary or wages of employees outside of the Ordinary Course Company or any Subsidiaries who are not officers of Businessthe Company in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of the Company or any of the Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (7ix) Commit not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the Subsidiaries; (x) incur any material liability for taxes other than in the ordinary course of business; or enter into any settlement or closing agreement with a taxing authority that materially affects or may materially affect the tax liability of the Company or any of the Subsidiaries; or (xi) not enter into any agreement or commitment to do any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Company will not (and will not cause a) From the Execution Date until the Closing, except as described on Schedule 6.2 or permit as permitted under Section 6.11 or required under any Governing Documents of its Subsidiaries to) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality member of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willSamedan Group, (i) Sellers shall: (1A) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issuenot transfer, sell, hypothecate, encumber, novate, or otherwise dispose of any of its capital stock (except upon Assets or the conversion or exercise of options, warrants, and other rights currently outstanding)Subject Securities; (3B) Declarenot terminate (other than terminations based on the expiration without any affirmative action by any Seller), set asidematerially amend, execute, or pay extend any dividend Material Contracts; and (C) not agree or distribution commit to do any of the foregoing. (ii) Noble Holdings shall vote its Subject Securities and shall cause each member of the Samedan Group to: (A) not transfer, sell, hypothecate, encumber, novate, or otherwise dispose of any of its Assets; (B) not terminate (other than terminations based on the expiration without any affirmative action by any member of the Samedan Group), materially amend, execute, or extend any Material Contracts; (C) maintain the books of account and Records relating to the Samedan Group in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (D) not grant any Person any right with respect to its stock the Subject Securities or any Securities of any member of any Samedan Subsidiary; (whether E) not incur any Indebtedness; (F) not hire any employees; (G) not make a Securities investment in cash any other Person; (H) not acquire by merger or in kind)consolidation with, or redeemmerge or consolidate with, repurchase, or purchase substantially all of the assets of or otherwise acquire any of its business of, or acquire any Securities in, or make capital stockcontribution to or any investment in, any Person or division thereof; (4I) Issue any notenot split, bond, combine or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to reclassify any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedoutstanding Securities; (5J) Make not adopt a plan or agreement of complete or partial liquidation, dissolution or wind-up any capital investment in, make any loan to, or acquire member of the securities or assets of any other Person outside the Ordinary Course of Business;Samedan Group; and (6K) Grant, extend not agree or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit commit to do any of the foregoing; or. (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations Purchaser’s approval of any action restricted by Section 6.2(a) shall not be unreasonably withheld or delayed and effectuate shall be considered granted within five (5) Business Days (unless a shorter time is reasonably required by the transactions provided circumstances and such shorter time is specified in Sellers’ notice) of Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the contrary during that period. Requests for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center approval of West Los Angeles, LLC, (c) sell all assets any action restricted by this Section 6.2 shall be delivered to either of the acute dialysis care divisionfollowing individuals, with the exception each of its accounts receivablewhom shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Black Stone Minerals Company, for an amount sufficient to satisfy all of its outstanding liabilitiesL.P. 0000 Xxxxxx Xxxxxx, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.Suite 2020 Houston, Texas 77002 Attn: Xxxxxxxx Xxxx Email: XXxxx@xxxxxxxxxxxxxxxxxx.xxx

Operation of Business. Company (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and will not shall cause or permit any of each Consolidated Subsidiary to, conduct its Subsidiaries to) engage operations only in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the prior written consent of Shellthe Buyer (which consent will not be unreasonably withheld, neither Company nor any of its Subsidiaries will:conditioned or delayed): (1i) Authorize issue or effect sell any change in its charter stock or bylawsother securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities; (2ii) Grant split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion stock; or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4iii) Issue any note, bond, or other debt security or create, incurincur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside except accounts payable arising in the Ordinary Course of Business; providedassume, howeverguarantee, that Company may issue Convertible Debt to endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, other Person; or make any loan loans, advances or capital contributions to, or acquire the securities or assets of investments in, any other Person outside Person, other than in the Ordinary Course of Business; (6iv) Grantexcept as required to comply with applicable Law or agreements, extend plans or expand arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment terms for or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate; (vi) mortgage or pledge any of its directorsproperty or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances); (vii) amend its charter, officersbylaws, certificate of formation, limited liability company agreement or other organizational documents; (viii) change the flag or registry of a Vessel; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xi) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and employees outside termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business; (7xii) Commit make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii); (xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the foregoingOrdinary Course of Business; or (8) Issue xiv) agree in writing or otherwise to take any press release or public statement regarding of the Company or any Productsforegoing actions. The foregoing notwithstanding*** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; as amended. (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions Notwithstanding anything to the former stockholders contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Company pursuant Buyer (such businesses referred to herein as the AADP Agreement“Competing Trades”). The provisions of Nothing in this Section 3.E shall terminate in Agreement is intended to restrict the event of Company, the Closing of the Technology Transaction Consolidated Subsidiaries or the termination of this AgreementBuyer and its subsidiaries from continuing to engage in business in competition with each other.

Operation of Business. Company From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement, the Seller will not (operate the Purchased Assets and the Business in the Ordinary Course of Business and in compliance with all Laws and will not cause or permit any of its Subsidiaries to) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), except as expressly contemplated by this Agreement or Schedule 5.3. Without limiting the generality of the foregoing, the Seller will not, without the prior written consent of Shellthe Buyer (which consent shall not be unreasonably withheld, neither Company nor any of its Subsidiaries willdelayed or conditioned) or except as expressly contemplated by this Agreement or as set forth in Schedule 5.3, with respect to the Purchased Assets: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, 5.3.1 sell, lease or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set asideof, or pay grant any dividend right or distribution Encumbrance except Permitted Encumbrances with respect to, any Purchased Asset, other than sales of goods or services in the Ordinary Course of Business, or enter into a Contract outside the Ordinary Course of Business with respect to its stock (whether any matter set forth in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stockthis Section 5.3; (4) Issue 5.3.2 except in the Ordinary Course of Business, amend in any notematerial respect any Material Contracts; 5.3.3 enter into any settlement of any pending or threatened litigation, bondto the extent such settlement will interfere with or impose additional cost in connection with the Buyer’s ownership or operation of the Purchased Assets from and after the Closing; 5.3.4 consent to the entry of any Order by any Governmental Authority, to the extent such Order will materially interfere with or impose material additional costs in connection with the Buyer’s ownership or operation of the Purchased Assets from and after the Closing; 5.3.5 grant any material increase in compensation to any employee or hire any new employees other debt security or createthan to fill vacancies in existing positions, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside in all cases except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to or 5.3.6 commit in any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit manner to any of the foregoing; or (8) Issue transactions contemplated by the foregoing Sections 5.3.1 through 5.3.5. Notwithstanding the foregoing and without requiring the consent of the Buyer, the Seller may, in its sole discretion, engage in and undertake any press release and all activities necessary to comply with applicable Laws, prevent or public statement regarding minimize injury to persons or damage to property or the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for Facilities in the May 31case of an emergency and/or to address, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angelesprevent or minimize a health, LLCenvironmental or safety concern involving the Purchased Assets, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction Facilities or the termination of this AgreementBusiness.

Operation of Business. Except as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article IX hereof (the “Pre-Closing Period”), the Sellers and the Warrantors shall cause the Company will not (and will not cause or permit any of its Subsidiaries to) engage each Subsidiary to conduct their operations only in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable Laws and, to the extent consistent therewith, shall cause the Company to use its Reasonable Best Efforts to keep its physical assets in good working condition, keep available the services of its current officers and employees and not take any action to adversely affect its relationships with customers and suppliers. Without limiting the generality of the foregoing, during the Pre-Closing Period the Sellers and the Warrantors shall cause the Company and each Subsidiary not to, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter share capital, shares or bylaws; (2) Grant other securities of the Company or any Subsidiary or any options, warrantswarrants or rights to acquire any such shares or other securities (except pursuant to the exercise or conversion of the Warrants and First Convertible Loan, Preferred Shares or Options outstanding on the date hereof and allocated subject to Closing or as part of the creation of any Indebtedness by the Company as permitted under Section 5.3(c)), or other rights to purchase or obtain amend any of its stock the terms of (including the vesting of) any convertible notes, Options or issue, sellrestricted shares or share agreements, or otherwise dispose repurchase or redeem any shares or other securities of any of its capital stock the Company (except upon from former employees, directors or consultants in accordance with agreements in place on the conversion date of this Agreement and providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or exercise of options, warrants, and other rights currently outstandingservices to the Company or any Subsidiary); (3b) Declaresplit, combine or reclassify any shares of its share capital; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, shares or property or any combination thereof) in kindrespect of its share capital, enter into a legal split or legal merger (juridische splitsing or juridische fusie), enter into any full or redeempartial dissolvement (gedeeltelijke or gehele ontbinding) or enter into any moratorium of payment (surséance van betaling), repurchase, bankruptcy (faillissement) or otherwise acquire any of its capital stockother insolvency proceedings; (4c) Issue create, incur or assume any noteIndebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside Person (other than (i) routine advances to employees of the Company in the Ordinary Course of BusinessBusiness and (ii) the draw down of the second tranche under the Supplement to the Second Convertible Loan; provided, howeverthat, that in any such case, the holder of any convertible securities of the Company may issue Convertible Debt or any Subsidiary is a party to any of its directors this Agreement and officers so long as shall have agreed to sell such Convertible Debt is converted securities to Company Shares prior to Closing the Buyer in accordance with Section 2.A(9) hereof, the terms and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number conditions of Shell Shares issued in exchange for Company Shares will not be increasedthis Agreement); (5d) Make enter into, adopt, terminate or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement of the type described in Section 3.20(i) or increase in any manner the compensation or fringe benefits of, or acquire modify the securities employment terms of, its directors, officers, consultants or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers, consultants or employees (except for existing payment obligations listed in Section 3.20(i) or (m) of the Disclosure Schedule) or hire any new officers or any new employees or consultants; amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; or take any action to fund or in any other Person outside way secure the payment of compensation or benefits under any Employee Benefit Plan; (e) acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than purchases and sales of tangible assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its articles of association, by-laws or other organizational documents; (i) sell, assign, transfer, license or sublicense any Company Intellectual Property; (j) change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to alter its organizational or management structure; (k) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in IFRS; (l) make or change any material Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (m) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 3.12, Section 3.13 or Section 3.14 of the Disclosure Schedule; (n) make or commit to make any capital expenditure in excess of $50,000 per item or $150,000 in the aggregate; (o) institute or settle any Legal Proceeding; (p) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article VI not being satisfied; (q) knowingly or negligently fail to take any action necessary to preserve the validity of any Company Intellectual Property or Permit; (r) have any discussions with, or make any commitments to, any Governmental Entity with regulatory authority over any Product in any jurisdiction regarding development or other regulatory-related matters, other than, to the extent required, responding to inquiries from such Governmental Entities in a manner consistent with past practice; or (8) Issue s) agree in writing or otherwise to take any press release or public statement regarding of the foregoing actions. In addition, during the Pre-Closing Period, the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior shall and shall cause each Subsidiary to Closing: (a) increase its authorized shares of common stock continue to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company regularly scheduled payments pursuant to the AADP Agreement. The provisions terms of this Section 3.E shall terminate any Contract with respect to any Indebtedness, if any, in the event existence as of the Closing of the Technology Transaction or the termination date of this Agreement.

Operation of Business. Except as required by this Agreement, during the period from the date of this Agreement until the earlier of the Closing or a termination of this Agreement pursuant to Article VII, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, without during the period from the date of this Agreement until the Closing, the Company shall not, except as required by this Agreement or with the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any options, warrantswarrants or rights to acquire any such stock or other securities (except pursuant to the exercise of Options or Warrants outstanding on the date hereof), or amend any of the terms of (including the vesting of) any Options or restricted stock or Warrants, or other rights to purchase equity compensation agreements, or obtain repurchase or redeem any of its stock or issue, sell, or otherwise dispose other securities of any of its capital stock the Company (except upon from former employees, directors or consultants in accordance with agreements providing for the conversion repurchase of shares at their original issuance price in connection with any termination of employment with or exercise of options, warrants, and other rights currently outstandingservices to the Company); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteIndebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security Person or createentity; (d) enter into, incuradopt, assumeamend, or guarantee terminate any indebtedness Benefit Plan or Benefit Arrangement or any employment or severance agreement or arrangement of the type described in Section 2.22(f) or (except for borrowed money normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or capitalized lease obligation outside fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees (except for existing payment obligations listed in Section 2.22(a) of the Company Disclosure Letter) or hire any new officers or, other than in the Ordinary Course of Business; provided, howeverany new employees or grant any awards under any bonus, that incentive, equity, performance, or other compensation plan or arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Company may issue Convertible Debt Benefit Plan or Company Benefit Arrangement; (e) acquire, sell, lease, license or dispose of any assets or property, other than licenses of Customer Offerings in the Ordinary Course of Business using the Company’s standard form of software license agreement made available to the Buyer; (f) mortgage or pledge any of its directors and officers so long as property or assets or subject any such Convertible Debt is converted property or assets to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSecurity Interest; (5g) Make discharge or satisfy any capital investment in, make Security Interest or pay any loan to, obligation or acquire the securities or assets of any Liability other Person outside than in the Ordinary Course of Business; (6h) Grantamend its charter, bylaws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitations with respect to Taxes, settle or expand compromise any employment terms Tax liability, claim or assessment, surrender any right to claim a refund of Taxes, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (k) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.15 of the Company Disclosure Letter; (l) make prior to the Closing, or commit to prior to or following the Closing, any capital expenditure in excess of ten thousand dollars ($10,000) per item or fifty thousand dollars ($50,000) in the aggregate; (m) institute or settle any Legal Proceeding; (n) shorten or lengthen the customary payment cycles for any of its directors, officers, and employees outside the Ordinary Course of Businesspayables or receivables; (7o) Commit take any action or fail to take any action permitted by this Agreement that would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; or (8) Issue p) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will not Except (i) as required by applicable Law or by the terms and will not conditions of this Agreement, (ii) as Lender otherwise consents in writing in advance or (iii) as contemplated by this Agreement, prior to the Initial Closing Borrower shall cause or permit any each of Borrower and ALSC to: (A) use its Subsidiaries to) engage commercially reasonable efforts to maintain its business, assets and operations as an ongoing concern in any accordance with past practice, take provided that it shall not conduct any actionbusiness other than as may be necessary for ALSC to maintain its Certificate of Authority, (B) use its commercially reasonable efforts to preserve intact such Certificate of Authority, and maintain material relationships and goodwill with its regulators, and, except as otherwise required under the terms of this Agreement or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without with the prior written consent of Shell, neither Company nor Lender and (C) not do any of its Subsidiaries willthe following: (1i) Authorize enter into any reinsurance or effect any change in its charter retrocessional treaty or bylawsagreement, slip, binder, cover note or similar arrangement; (2ii) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or make any distribution with respect to its stock (whether in cash Borrower Common Shares or in kind), ALSC Common Shares or redeem, repurchase, purchase or otherwise acquire any of its capital stockBorrower Common Shares or ALSC Common Shares; (4iii) Issue any note, bond, or other debt security or create, incur, assume, assume or guarantee any indebtedness for borrowed money or capitalized lease obligation outside obligations; (iv) authorize for issuance, deliver, transfer, issue, sell, grant, pledge or otherwise dispose of or encumber any shares of Borrower Common Shares or ALSC Common Shares, any other voting securities or any securities convertible into or exchangeable for, or any options, warrants, calls or other rights to purchase or otherwise acquire any such shares, voting securities, or convertible or exchangeable securities, in each case, of Borrower or ALSC; (v) enter into any agreement with respect to any merger, consolidation, liquidation, dissolution or business combination involving Borrower or ALSC; (vi) acquire (by merger, consolidation, acquisition of stock or assets, bulk reinsurance or otherwise) any corporation, partnership or other business organization or assets or liabilities comprising a business or a segment, division or line of business or any material amount of property or assets in or of any other Person or create or acquire any Subsidiaries; (vii) make any material change in Borrower’s or ALSC’s financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, GAAP or SAP); (viii) purchase, sell, lease, pledge, exchange, encumber or otherwise dispose or acquire any property or assets, other than with respect to ALSC’s investment portfolio in the Ordinary Course of Business; providedBusiness or as otherwise contemplated by this Agreement, howeveror make, that Company may issue Convertible Debt or commit to make, any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedcapital expenditures; (5ix) Make any capital investment inassign, make any loan totransfer or terminate, or acquire initiate the securities assignment transfer or assets termination, or modify or amend in any respect or knowingly violate the terms of any other Person outside of the Contracts or waive, release or assign any rights or claims thereunder or enter into any agreement, contract, understanding or similar arrangement which would, if entered into prior to the date hereof, have been a Contract; (x) adopt, establish, contribute to or otherwise incur any Liability with respect to any employee benefit plan, program, policy or arrangement; (xi) hire or retain the services of any employee, consultant or independent contractor, except in the Ordinary Course of Business; (6xii) Grantforfeit, extend abandon, modify or expand any employment terms for any otherwise change, waive, terminate or fail to renew or let lapse ALSC’s Certificate of its directors, officers, and employees outside the Ordinary Course of BusinessAuthority; (7xiii) Commit fail to submit any material reports, statements, documents, registrations, filings or submissions to be filed by Borrower or ALSC with any Governmental Entity as required by Law; (xiv) take any action (A) that would cause any of Borrower’s representations and warranties herein to become untrue in any material respect, or (B) that would, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect; (xv) default under any indebtedness or incur any Encumbrances; (xvi) knowingly violate or knowingly fail to perform any obligation or duty imposed upon Borrower or ALSC by any applicable Law that is material to the business of Borrower or ALSC or ALSC’s Certificates of Authority; or (xvii) agree or commit to do any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. From the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement pursuant to Section 5.15, the Company will not (shall, and will not shall cause or permit any each of its Subsidiaries to) engage in , except as otherwise expressly required by this Agreement, any practice, take any actionCredit Document or applicable Law, or enter into any transaction outside to the extent that Investor shall otherwise consent in writing (such consent not to be unreasonably withheld): (i) carry on its business in the Ordinary Course of Business; (ii) use commercially reasonable efforts to preserve substantially intact its current business organization and to preserve its relationships with significant customers, charterers, suppliers, licensors, licensees, distributors, wholesalers, lessors, lessees and others having significant business dealings with the Company or any of its Subsidiaries; and (iii) comply with applicable Law in all material respects, in each case consistent with past practice. Without limiting the generality of the foregoing, without except with the prior written consent of ShellInvestor (such consent not to be unreasonably withheld) or as otherwise required by this Agreement, neither any Credit Document or applicable Law, during the period from the date of this Agreement until the Closing, the Company nor shall not, and shall cause each of its Subsidiaries to not: (a) amend its certificate of incorporation, bylaws or other similar governing documents, as in effect on the date hereof, except as contemplated by the Preliminary Proxy Statement; (b) sell, transfer, assign, convey, lease, license, or otherwise dispose of any of its Subsidiaries will: assets, tangible or intangible, or properties except (1i) Authorize pursuant to a signed agreement or effect any change instrument previously provided to Investor or included in its charter the Filed SEC Documents, or bylaws(ii) in the Ordinary Course of Business for aggregate consideration of $500,000 or less; (2c) Grant incur, assume or guarantee the payment of any options, warrantsIndebtedness, or assume, guaranty or otherwise became liable or responsible (whether directly, contingently or otherwise) for any obligations of any Person, other rights than as permitted under the 2008 Credit Agreement and 2010 Credit Agreement; (d) make any capital investment in or any loan to (or series of related capital investments in or loans to) any Person (other than (i) by the Company to a wholly owned Subsidiary thereof, or (ii) by a wholly owned Subsidiary of the Company to another wholly owned Subsidiary of the Company or to the Company), except in the Ordinary Course of Business; (e) make any capital expenditures except in the Ordinary Course of Business; (f) declare, set aside or pay any dividend or make any distribution with respect to its capital stock or other equity interests (whether in cash or in kind) or directly or indirectly redeem, purchase or obtain otherwise acquire any of its capital stock or other equity interests; provided, that wholly owned Subsidiaries of the Company may make or pay dividends or distributions on their respective capital stock or other equity interests; (g) issue, sell, sell or otherwise dispose of any of its capital stock or other equity interests, or grant any options, warrants or other rights to purchase or obtain (except including upon conversion, exchange or exercise) any of its capital stock or other equity interests, or modify or amend any right of any holder of any of its outstanding capital stock or other equity interests (including by re-pricing the conversion or exercise price or amending the conversion rate of optionsany convertible or exercisable securities), warrantsother than issuances or sales (i) to any director, and officer, employee or consultant of the Company or any of its Subsidiaries or joint ventures pursuant to the General Maritime Corporation 2001 Stock Incentive Plan as in effect on March 25, 2011, or any other rights currently outstandingcompensatory plan or arrangement of the Company or any of its Subsidiaries approved by the Company Board or the Compensation Committee of the Company Board (the “Compensation Committee”), (ii) in connection with the exercise of any stock options granted thereunder or (iii) by a wholly owned Subsidiary to the Company or another wholly owned Subsidiary of the Company; (3h) Declareexcept as may be required by Law or a change in GAAP, set asidechange, in any material respect, its accounting methods, principles or pay any dividend or distribution with respect to its stock (whether practices as in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stockeffect on the date hereof; (4i) Issue any note, bondmerge or consolidate with, or purchase an equity interest in or any assets of, any Person or any division or business thereof, if the aggregate amount of the consideration paid or transferred by the Company and its Subsidiaries in connection with all such transactions would exceed $500,000, other debt security than (i) any such action solely between or createamong the Company and its Subsidiaries or (ii) the acquisition of the vessel named “Genmar Spartiate” for an aggregate consideration of less than $69,000,000, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that the Company may issue Convertible Debt shall be permitted to any of its directors incur reasonable additional costs and officers so long as expenses related to such Convertible Debt is converted acquisition in an aggregate amount up to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased;$6,000,000; or (5j) Make authorize or enter into any capital investment inagreement, make any loan to, delivery or acquire the securities purchase order or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit contract to do any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject Notwithstanding anything to the restrictions contrary contained in the foregoing, the covenants set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate this Section 3.01 shall not apply to the transactions provided for in extent that they conflict with or are prohibited by the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center terms of West Los Angeles, LLC, (c) sell all assets Section 3.6 of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this AgreementExisting Indenture.

Operation of Business. Except as contemplated by this Agreement (including the Disclosure Schedule), during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in substantial compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, normal wear and tear excepted, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, except as provided herein, prior to the Effective Time, the Company shall not, without the prior written consent of Shellthe Buyer, neither Company nor any which consent, in the cases of its Subsidiaries willclauses (c), (h), (k) or (n), shall not be unreasonably withheld: (1a) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, deliver or otherwise dispose of any of its capital stock agree or commit to issue, sell or deliver (except upon whether through the conversion issuance or exercise granting of options, warrants, and commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of any class or any other rights currently outstanding)securities or any rights, warrants or options to acquire any such stock or other securities; (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stockstock except for cash dividends that may be paid in the manner set forth in Section 4.2 of the Disclosure Schedule; (4c) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any indebtedness debt for borrowed money not currently outstanding (including obligations in respect of capital leases); assume, guarantee, endorse or capitalized lease obligation outside otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity (other than product warranties); or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(j) or (except for normal increases in the Ordinary Course of Business; providedBusiness or at the direction of the Buyer) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt to its directors, officers or employees, generally or individually, or pay any benefit not required by the terms in effect on the date hereof of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedexisting Employee Benefit Plan; (5e) Make any capital investment inacquire, make any loan tosell, lease, encumber or acquire the securities or assets dispose of any assets or property, other Person outside than purchases and sales of assets in the Ordinary Course of Business or as contemplated by the capital expenditure budget of the Company, a copy of which has been provided to Buyer; (f) amend its charter or By-laws; (g) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (h) discharge or satisfy any Encumbrance or pay any obligation or liability other than in the Ordinary Course of Business; (6i) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside the Ordinary Course of Businessproperty or assets or subject any such assets to any Encumbrance; (7j) Commit enter into, amend, terminate, take or omit to take any action that would constitute a material violation of or default under, or waive any rights under, any material contract or agreement; (k) make or commit to make any capital expenditure in excess of $1,000,000 in the aggregate; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (m) take any action that would jeopardize the treatment of the Merger as a "pooling of interests" for accounting purposes; (n) initiate, compromise or settle any material litigation or arbitration proceeding; or (8) Issue o) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will From the date of this Agreement to the Closing Date, the Seller shall not, without the consent of the Buyer (which consent shall not (and will not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement, including Section 5(j), or as contemplated by Schedule 5(c), cause or (to the extent any Seller Party or its Affiliate has the Legal Right) permit any of the Acquired Companies to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business or, with respect to the assets and operations of the Acquired Companies (to the extent any Seller Party or any of its Subsidiaries to) Affiliates has the Legal Right), engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shellthe Buyer (which consent shall not be unreasonably withheld or delayed), neither Company nor except as expressly contemplated by this Agreement, including Section 5(j) or as contemplated by Schedule 5(c), or contemplated by the Other Purchase Agreements (including the exhibits and schedules attached thereto), to the extent the Seller has the Legal Right, the Seller shall cause the Acquired Companies not to do or agree to do any of its Subsidiaries willthe following from the date of this Agreement to the Closing Date: (1i) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, pledge, dispose of, transfer, grant, encumber, or authorize the issuance, sale, pledge, disposition, transfer or grant of its Equity Interests or any Commitments with respect to its Equity Interests, or grant (other than the terms currently provided in the Organizational Documents of any Acquired Company), any Encumbrance upon its Equity Interests; (ii) cause or allow any Acquired Company Asset to become subject to a Lien, except for Permitted Encumbrances; (iii) execute, amend or terminate (other than the expiration thereof in accordance with its terms) any material Acquired Company Contract, except to the extent that any such amendment occurs in the Ordinary Course of Business and does not materially affect such contract, or enter into any agreement that, if in effect on the date of this Agreement, would have constituted a Material Contract; (iv) (A) acquire (including by merger, consolidation or acquisition, in whole or in part, of Equity Interests or assets) any corporation, partnership, limited liability company or other Person or any division thereof or any material amount of assets on behalf of the Acquired Companies; (B) enter into any material joint venture, partnership or similar arrangement; (C) incur any Obligations for borrowed money or any guarantee of indebtedness of any Person or make any loans or advances, except for intercompany borrowing in the Ordinary Course of Business among the Acquired Companies and/or the Seller and its Affiliates; or (D) sell, lease or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities material property or assets other than sales of any other Person outside goods or services in the Ordinary Course of Business; (6v) Grantdeclare, extend set aside, make or expand pay any employment terms for dividend or other distribution (other than cash) in respect of the Equity Interests in the Acquired Companies, or repurchase, redeem or otherwise acquire any outstanding units of membership interest, stock, partnership interests or other ownership interests in any of its directorsthe Acquired Companies; (vi) effect any liquidation (complete or partial), officersdissolution, and employees outside restructuring (other than as contemplated in Section 5(j)), recapitalization, reclassification or like change in the capitalization of any of the Acquired Companies; (vii) amend in any material respect the Organizational Documents of any Acquired Company; (viii) cancel or compromise any material debt or claim of any of the Acquired Companies, or settle or agree to settle any action to which any of the Acquired Companies is a party where the terms of such settlement or agreement adversely impact the Acquired Companies or the operation of their assets or business after such settlement or agreement; (ix) enter into any commitment for capital expenditures of any of the Acquired Companies in excess of $2,000,000 for all commitments in the aggregate that will not be paid before Closing, except for reasonable capital expenditures made in connection with any emergency or force majeure events affecting any of the Acquired Companies; (x) enter into any labor or collective bargaining agreement or, through negotiations or otherwise, make any commitment or incur any liability to any labor organizations; and (xi) change any tax elections or, except to the extent done in the Ordinary Course of Business, change any accounting principles or practices used by the Acquired Companies except as: (1) required by Law or GAAP, and (2) with prior written notice to the Buyer; (7xii) Commit to allow any material Permits held by any of the foregoingAcquired Companies to terminate or lapse; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions notwithstanding any provision of this Section 3.E 5(c), each Acquired Company shall terminate be entitled to make or incur capital expenditures in accordance with the event terms of the Closing of Organizational Documents relating to the Technology Transaction or Acquired Companies and the termination of this Agreementcapital expenditures budget set forth on Schedule 5(c)(ix).

Operation of Business. Company 5.3.1 From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Seller will not operate and maintain the Assets and the Business in the Ordinary Course of Business (including routine maintenance and routine preventive maintenance, and capital expenditures and projects that are in the Seller’s capital budget for such period) and in compliance, in all material respects, with Laws and will not cause or permit any of its Subsidiaries to) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness without the prior written consent of each Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), except as expressly contemplated by this Agreement or Schedule 5.3. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Seller will not, and will not cause, without the prior written consent of Shelleach Buyer (which consent shall not be unreasonably withheld, neither Company nor any of its Subsidiaries willdelayed or conditioned) or except as expressly contemplated by this Agreement or as set forth in Schedule 5.3, with respect to the Assets or the Business: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue5.3.1.1 offer, sell, lease, transfer or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set asideof, or pay grant any dividend right or distribution Encumbrance except Permitted Encumbrances with respect to its stock (whether to, any Asset, other than sales of goods or services in cash or in kind)the Ordinary Course of Business, or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation enter into a Contract outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt Business with respect to any matter set forth in this Section 5.3, provided Encumbrances against any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will Assets may be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedpaid or bonded; (5) Make 5.3.1.2 amend in any capital investment inmaterial respect, make materially modify or terminate any loan to, or acquire the securities or assets of any other Person outside Assigned Contract except in the Ordinary Course of Business; (6) Grant, extend 5.3.1.3 enter into any new Contract associated with the Business or expand any employment terms for any of its directors, officers, and employees outside the Assets except in the Ordinary Course of Business; 5.3.1.4 enter into any settlement of any pending or threatened litigation or claim, or enter into any amendment of any existing settlement agreement, to the extent such settlement or amendment will materially interfere with or impose material additional cost in connection with either the Buyers’ ownership or operation of the Assets or any portion of the Business from and after the Closing; provided that the provisions of Section 6.7 shall control in those instances expressly addressed in Section 6.7 and, after prior consultation with the Buyers, the Seller shall be permitted to enter into any settlement agreement and undertake all necessary abatement in order to address outstanding citations brought under the OSH Act; provided that the Seller shall not enter into any such settlement that imposes any obligations on the Buyers or requires a change in historical operating or employment practices at the Facilities after the Closing without prior consultation with Buyers and the prior approval of the Buyers, which approval the Buyers shall not unreasonably delay or deny; 5.3.1.5 consent to the entry of (7or amendment to) Commit any decree, judgment or order by any Governmental Authority, or enter into (or amend) any other agreements with any Governmental Authority, to the extent such decree, judgment, order or agreement (or amendment) will materially interfere with or impose material additional costs in connection with either Buyer’s ownership or operation of the Assets or any portion of the Business from and after the Closing; provided that the provisions of Section 6.7 shall control in those instances expressly addressed in Section 6.7 and, after prior consultation with the Buyers, the Seller shall be permitted to enter into any settlement agreement and undertake all necessary abatement in order to address outstanding citations brought under the OSH Act; provided that Seller shall not enter into any such settlement that imposes any obligations on the Buyers or requires a change in historical operating or employment practices at the Facilities after the Closing without prior consultation with the Buyers and the prior approval of the Buyers, which approval the Buyers shall not unreasonably delay or deny; 5.3.1.6 grant any increase in compensation, commission, bonus or other direct or indirect remuneration payable to any employee (other than any such increase in the Ordinary Course of Business, or as required pursuant to the terms of a Seller Plan or other Contract pursuant to its terms as in effect on the Effective Date, or as required by Law) or hire any new employee other than to fill a vacancy in an existing position with a Person to be paid no more, directly or indirectly, than the Person vacating such position or to complete a job search that is already ongoing; 5.3.1.7 fail to maintain the Facilities in the Ordinary Course of Business; 5.3.1.8 fail to maintain insurance on the Assets at levels equal to or superior to existing insurance including with respect to coverage, deductibles or any other material term, subject to commercially reasonable variations in coverage in connection with renewals for expiring insurance policies; 5.3.1.9 fail to maintain levels of catalysts, supplies and spare parts at levels consistent with past practices and the Ordinary Course of Business; or 5.3.1.10 commit in any manner to any of the foregoing; or (8) Issue transactions contemplated by the foregoing Sections 5.3.1.1 through 5.3.1.9. Notwithstanding the foregoing and without requiring the consent of the Buyers, the Seller may, in its sole discretion, engage in and undertake any press release and all activities necessary to prevent or public statement regarding minimize injury to persons or damage to property or the Company Facilities in the case of an emergency and/or to address, prevent or any Productsminimize a health, environmental or safety concern involving the Assets, the Facilities or the Business. The foregoing notwithstandingSeller agrees to and shall cause its Affiliates to use commercially reasonable efforts to preserve intact the Assets, Company may take the following actions prior to Closing: (a) increase Business and its authorized shares of common stock to 125,000,000 Company Shares; providedrelationships with employees, howeveragents, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) lessors, suppliers, customers and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, others having business dealings with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP AgreementBusiness. The provisions of this Section 3.E shall terminate in Seller agrees to use commercially reasonable efforts to reduce the event Hydrocarbon Inventory as of the Closing of the Technology Transaction or the termination of this Agreementto below 1,000,000 barrels.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will:the Parent (which shall not be unreasonably withheld or delayed): (1a) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylaws; (2) Grant other securities of the Company or any optionsCompany Warrants, warrants, Company Options or other rights to purchase or obtain acquire any of its such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities or Company Options or Company Warrants outstanding on the date hereof), warrants, and other rights currently outstanding)or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Company Options or Company Warrants; (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any indebtedness for borrowed money or capitalized lease obligation outside (including obligations in respect of capital leases) except in the Ordinary Course of BusinessBusiness or in connection with the transactions contemplated by this Agreement or the Bridge Loan; providedassume, howeverguarantee, that Company may issue Convertible Debt to endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereofother person or entity; or make any loans, and that the Conversion Ratio will be automatically adjusted to take into account advances or capital contributions to, or investments in, any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedother person or entity; (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or acquire materially modify the securities employment terms of, its directors, officers or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company will not shall (and will not shall cause or permit any of its Subsidiaries each Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable Laws and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not (and shall cause each Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries will:the Buyer (such consent not to be unreasonably withheld or delayed): (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any Subsidiary or any options, warrants, warrants or rights to acquire any such stock or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock securities (except upon pursuant to the conversion or exercise of optionsPreferred Shares or Company Options outstanding on the date hereof, warrantsthe conversion or exchange of securities of any Subsidiary into Company Shares or the granting of Company Options to “new hires” of the Company or any Subsidiary consistent with past practice) or repurchase or redeem any stock or other securities of the Company (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company or any Subsidiary and other rights currently outstandingexcept for the redemption of securities of any Subsidiary in exchange for the issuance of Company Shares); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any indebtedness for borrowed money (including obligations in respect of capital leases); assume, guarantee, endorse or capitalized lease obligation outside otherwise become liable or responsible (whether directly, contingently or otherwise) for the Ordinary Course obligations of Businessany other Person; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, or make any loan loans, advances or capital contributions to, or acquire the securities or assets of investments in, any other Person outside other than advances for out-of-pocket expenses to employees of the Company or any Subsidiary in the Ordinary Course of Business; (6d) Grantother than the amendment to the Company Stock Plans described on Section 4.4(d) of the Disclosure Schedule, extend enter into, adopt, amend or expand terminate (other than as provided in Section 4.9) any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.20(k), except as required to comply with applicable Law, increase in any manner the compensation or fringe benefits of any of its employees whose base salary is greater than $150,000 per year, increase in any material manner the compensation or fringe benefits of any of its employees whose base salary is less than $150,000 per year, materially modify the employment terms for of any of its directors, officersofficers or employees, generally or individually, or, other than in the Ordinary Course of Business, pay any bonus or other benefit to its directors, officers or employees (except for existing payment obligations listed in Section 2.20 of the Disclosure Schedule or except as otherwise provided on Section 4.4(d) of the Disclosure Schedule) or hire any new officers or any new employees other than at-will employees (or employees hired by the Company or any Subsidiary on such Person’s standard form letter of hire) hired in the Ordinary Course of Business (and the Company shall give the Buyer prompt notice of any such hiring); (e) acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof) other than (i) purchases of supplies and sales of products in the Ordinary Course of Business and (ii) the issuance of Company Shares in exchange for Class A-1 Exchangeable Shares and Common Exchangeable Shares of the Canadian Subsidiary in connection with the Pre-Closing Exchange; (f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business and other than the payment of fees and expenses incurred by the Company and the Subsidiaries in connection with this Agreement and the Merger and any stay bonus and/or severance payments to employees outside of the Company and the Subsidiaries (which payments shall be counted in all calculations of Closing Net Working Capital) in accordance with the terms of this Agreement; (h) amend its charter, by-laws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a change in GAAP; (j) except as required by Law, make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitations with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes; (k) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.11, Section 2.12 or Section 2.14 of the Disclosure Schedule, other than any such waivers of rights in the Ordinary Course of Business; (7l) Commit make or commit to make capital expenditures in excess of two hundred fifty thousand ($250,000) in the aggregate; (m) institute or settle any Legal Proceeding; (n) increase the list price of any Company Component other than in the foregoingOrdinary Course of Business; (o) modify, in any material manner, the xxxx of materials or other specifications used to produce any Company Component other than in the Ordinary Course of Business; or (8) Issue p) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. From the date of this Agreement until the Closing Date, the Seller shall cause the Company will not (and will not cause or permit any of its Subsidiaries to) engage to be operated in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and to use commercially reasonable efforts to preserve intact the present business organization and personnel of the Company, preserve the business relationships of the Company with other Persons material to the operation of the Company, and not permit any action or omission which would cause any of the representations or warranties of the Company contained herein to become inaccurate or any of the covenants of the Company to be breached. Without limiting the generality of the foregoing, prior to the Closing and without the prior written consent of Shellthe Buyer, neither the Seller shall cause the Company nor any of its Subsidiaries willto: (1a) Authorize not incur any obligation or effect enter into any change Contract outside the Ordinary Course of Business or which (i) requires a payment by any party in its charter excess of, or bylawsa series of payments which in the aggregate exceed, $10,000.00 and (ii) has a term of, or requires the performance of any obligations by the Company over a period in excess of one week; (2b) Grant not take any options, warrantsaction, or enter into or authorize any Contract or transaction involving more than $10,000.00) in the aggregate, other rights to purchase or obtain any of its stock or issue, than this Transaction; (c) not sell, transfer, convey, assign or otherwise dispose of any of its capital stock assets or properties; (d) not waive, release or cancel any claims against third parties or debts owing to it, or any other rights; (e) not make any changes in its accounting systems, policies, principles or practices; (f) not enter into, authorize, or permit any transaction with the Seller or any Affiliate thereof, or enter into any Contract relating to compensation or benefits with any Person, or, modify any compensation amounts or levels of any officer or employee; (g) except upon as required for this Transaction, not change or amend its Certificate of Incorporation or Bylaws; (h) not authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the conversion issuance or exercise granting of options, warrants, and convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or any other rights currently outstanding)securities of the Company, or amend any of the terms of any such capital stock or other securities, except as required for this Transaction; (3i) Declarenot split, combine, or reclassify any shares of its capital stock, declare, set aside, aside or pay any dividend or other distribution in property other than cash in respect of its capital stock, or redeem or otherwise acquire any capital stock or other securities of the Company; (j) not make any borrowings, incur any debt, or assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or make any payment or repayment in respect of any indebtedness, except to the extent provided on Schedule 3.11; (k) not make any loans, advances or capital contributions to, or investments in, any other Person or the operating assets of any Person; (l) not enter into, adopt, amend or terminate any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any Director, manager, officer or employee, or increase in any manner the compensation or fringe benefits of any Director, manager, officer or employee or pay any benefit not required by any existing plan and arrangement or enter into any Contract, agreement, commitment or arrangement to do any of the foregoing; (m) not acquire, lease, encumber or otherwise impose a Lien on any assets, whether tangible or intangible; (n) not authorize or make any capital expenditures; (o) not make any Tax election or settle or compromise any federal, state, local or foreign income Tax Liability, or waive or extend the statute of limitations in respect of any such Taxes; (p) not pay any amount, perform any obligation or agree to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of Liability against the Company or any of its Directors, managers, officers, employees or agents, except to the extent provided on Schedule 3.11; (q) not terminate, modify, amend or otherwise alter or change any of the terms or provisions of any agreement, or pay any amount not required by Law or by any Contract; (r) other than overnight deposits or money market instruments and investments existing on the date hereof, not make any investments with cash or the proceeds of existing investments; (s) not declare set aside or pay any dividend or make any distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock;the Shares; and (4t) Issue not grant, award or pay any notebonuses to any employees, bond, independent contractors or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementrepresentatives.

Operation of Business. Except as may be expressly required by the other provisions of this Article 5, until the Closing, Sellers shall cause the Company will not and the Subsidiaries to (i) operate the Business in the ordinary course of business consistent with past practices and will not cause or permit any (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and the Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its Subsidiaries to) engage in any practiceand their respective customers, take any actionlenders, or enter into any transaction outside suppliers, regulators and others having business relationships with the Ordinary Course of Business. Without Company and the Subsidiaries, and, without limiting the generality of the foregoingpreceding, without shall, and shall cause the prior written consent of Shell, neither Company nor any of its Subsidiaries willand each Subsidiary to: (1a) Authorize not take or effect fail to take any change in its charter action which would reasonably be expected to cause a lien to arise with respect to the Shares; split, combine, or bylawsreclassify any limited liability company units or other outstanding equity of the Company or the Subsidiaries; repurchase, redeem, or otherwise acquire the Company’s, or any Subsidiary’s interests or securities; or adopt a plan or complete or partial dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization; (2b) Grant any optionsissue, warrantsdeliver or sell, or authorize the issuance, delivery or sale of, any equity securities of the Company or any Subsidiary; (c) not amend or otherwise alter, waive, or change any rights or obligations under or with respect to the articles of organization or operating agreement of the Company or any Subsidiary (whether by merger, consolidation or otherwise); (d) not liquidate, dissolve, recapitalize, or otherwise wind up the business of the Company or any Subsidiary; (e) other rights to purchase than as required by Section 8.2(a), not change the financial accounting methods, policies, or obtain practices of the Company or any Subsidiary and not make or change any Tax election or any method of its Tax accounting, except, in each case, as required by the Accounting Principles or applicable Laws; (f) not acquire (by merger, consolidation, acquisition of stock or issueassets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (i) acquisitions of assets in the ordinary course of business consistent with past practice or in replacement of worn-out, obsolete, or damaged equipment, which are not, individually or in the aggregate, material to the Business, or (ii) the acquisition of assets and properties as described on Schedule 5.3(f); (g) not transfer, sell, hypothecate, encumber, or otherwise dispose of (by merger, consolidation, acquisition of stock or assets or otherwise) any assets of the Business, except for (i) sales and dispositions of water in the ordinary course of business; (ii) sales and dispositions of surplus, worn-out or obsolete equipment in the ordinary course of business; and (iii) distributions of cash to a Seller or its capital stock (except upon designee in the conversion or exercise ordinary course of options, warrants, business and other rights currently outstanding)which is accounted for in the calculation of Net Working Capital; (3h) Declareother than the Commercial Agreement, set asidenot terminate, materially amend, or pay extend any dividend Material Contract or distribution enter into any contract or agreement that, if in existence on the date hereof, would be required to be disclosed pursuant to Section 3.11(a) (other than the expiration of such Material Contract in accordance with respect to its stock (whether in cash or in kindterms), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that the Company and the Subsidiaries may issue Convertible Debt extend or renew, on terms no less favorable in the aggregate to the Company or the applicable Subsidiary or pursuant to the terms that are set forth in such Material Contract, any of its directors and officers so long as such Convertible Debt Material Contract that is converted scheduled to Company Shares prior to Closing expire in accordance with Section 2.A(9its terms within six (6) months after the date hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5i) Make any capital investment inwith respect to the Company and the Subsidiaries, make any loan to, or acquire maintain insurance coverage on the securities or assets of the Business in the amounts and of the types currently in force or, upon renewal thereof, in similar amounts and types to the extent then available on commercially reasonable terms and prices; (j) use commercially reasonable efforts (including the expenditure of reasonable funds) to maintain in full force and effect all material permits and material authorizations granted by a Governmental Authority held by the Company or any other Person outside Subsidiary with respect to the Ordinary Course of Business; (6k) Grantmake any Loan, extend advances or expand capital contributions to, or investments in, any employment terms for other Person other than accounts receivable in the ordinary course of business and Loans, advances or capital contributions to, or investments in, any of its directors, officers, and employees outside the Ordinary Course of BusinessSubsidiary; (7l) Commit except as expressly required or requested in writing by Purchaser in connection with the transactions contemplated by this Agreement, (A) not enter into, or make any amendment to, any employment, deferred compensation, severance, retirement or other similar agreement with any employee, director or officer of the Company or any Subsidiary or (B) not increase the compensation or other benefits payable to any employee, director or officer of the Company or any Subsidiary pursuant to any severance or retirement plans or policies thereof, in each case, other than (x) as required under the terms of any employee benefit plan in existence as of the date hereof or (y) as required by applicable Law; (m) not pay, settle, waive, or compromise any suit, claim, arbitration, or other proceeding involving or against the Company or any Subsidiary other than any such claims (or series of related claims) seeking solely monetary damages of [REDACTED]* in the aggregate; provided that the payment of amounts for such claims are paid in full prior to the Closing, or are reflected Net Working Capital as a current liability; provided, further, that in no event shall Seller, the Company, any of the Subsidiaries or any of their respective Affiliates make any agreement in connection with the foregoing which would, or would reasonably be expected to, limit the conduct of the Business on or after the Closing Date; or (n) agree, resolve or commit to do any of the foregoing. Requests for approval of any action restricted by this Section 5.3 shall be delivered to any of the foregoing; or (8) Issue following individuals, each of whom shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxx XxXxxxxxx, Xxxxxx Xxxxxx or Xxxx Xxxxxxx. Purchaser’s approval of any press release action restricted by this Section 5.3 shall not be unreasonably withheld or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares delayed and shall be subject considered granted in full within fourteen (14) days of Sellers’ notice to Purchaser requesting such consent unless Purchaser notifies Sellers to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate contrary during that period. Notwithstanding the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The foregoing provisions of this Section 3.E shall terminate 5.3, in the event of the Closing an emergency, Sellers may take such actions as may be reasonably necessary in light of the Technology Transaction magnitude and nature of such emergency, and Sellers shall give notice to Purchaser of such emergency and any actions taken or proposed to be taken in connection therewith or with respect thereto as promptly as practicable following the termination occurrence of this Agreementsuch emergency.

Operation of Business. Except as set forth in Section 6.2 of the Company will not Disclosure Letter or ----------- otherwise expressly contemplated by this Agreement or as consented to in writing by Parent (any decision grant or withhold such consent to be given in a timely manner) during the period from the date hereof to the Changeover Time the Company will, and will not cause or permit any each of its the Company's Subsidiaries to: (i) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, (ii) use commercially reasonable efforts to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its current relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it, and (iii) continue to take all commercially reasonable action that may be necessary or advisable to protect and preserve its Intellectual Property. Without limiting the generality of the foregoing, without except as set forth in Section 6.2 of the Company Disclosure letter or otherwise expressly provided in this Agreement or as consented to in writing by Parent, prior written consent of Shellto the Expiration Date, neither the Company nor any of its Subsidiaries will: (1a) Authorize or effect any change in amend its charter or bylawsOrganizational Documents; (2b) Grant any optionsauthorize for issuance, warrants, or other rights to purchase or obtain any of its stock or issue, sell, deliver or otherwise dispose agree to commit to issue, sell or deliver (whether through the issuance or granting of Equity Commitments or otherwise) any stock of any class or any other debt or equity securities or equity equivalents (including any stock options or stock appreciation rights), except for the issuance and sale of Shares pursuant to the exercise of Options or Equity Commitments granted prior to the date hereof; (c) split, combine or reclassify any shares of its capital stock (except upon the conversion or exercise of optionsstock, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind)respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem, repurchase, redeem or otherwise acquire any of its capital stocksecurities or any securities of any of the Company's Subsidiaries; (4d) Issue adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any noteAcquired Entity (other than the Merger); (e) alter through merger, bondliquidation, reorganization, restructuring or any other fashion the corporate structure of any of the Company's Subsidiaries; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities in each case, except for borrowings under existing lines of credit in the Company's Ordinary Course of Business, or other debt security modify or create, incur, agree to any amendment of the terms of any of the foregoing; (ii) assume, guarantee, endorse or guarantee otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any indebtedness other Person except for borrowed money obligations of the Company's Subsidiaries incurred in the Company's Ordinary Course of Business; (iii) make any loans, advances or capitalized lease obligation outside capital contributions to or investments in any other Person (other than to a Subsidiary of the Company) or customary loans or advances to employees in each case in the Ordinary Course of Business; provided, however, that (iv) pledge or otherwise create or suffer to exist any Encumbrance with respect to shares of capital stock of the Company may issue Convertible Debt to or its Subsidiaries or (v) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any other Encumbrance thereupon; (g) except for: (i) increases in salary, wages and benefits of employees of the Company or its Subsidiaries (other than officers and directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing of the Company) in accordance with Section 2.A(9past practices and (ii) hereofincreases in salary, wages and that benefits granted to employees of the Conversion Ratio will Company or its Subsidiaries (other than officers and directors of the Company) in conjunction with promotions or other changes in job status consistent with past practice or required under existing agreements, except as may be automatically adjusted to take into account required by applicable Law, enter into, adopt or amend or terminate any additional Company Shares resulting therefrom so that bonus, special remuneration, compensation, severance, stock option, stock purchase agreement, retirement, health, life, or disability insurance, severance or other employee benefit plan agreement, trust, fund or other arrangement for the total number benefit or welfare of Shell Shares issued any director, officer, employee or consultant in exchange for Company Shares will any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not be increasedrequired by any plan and arrangement as in effect as of the date hereof (including the granting of stock appreciation rights or performance units); (5h) Make grant any capital investment inseverance or termination pay to any director, make any loan toofficer, employee or consultant, except payments made pursuant to written agreements outstanding on the date hereof, which are disclosed in the Company Disclosure Letter and copies of which have been provided to Parent, or acquire as required by applicable federal, state or local law or regulations; (i) exercise its discretion to or otherwise voluntarily accelerate the securities or assets vesting of any Option as a result of the Merger, or otherwise; (j) (i) acquire, sell, lease, license, transfer or otherwise dispose of any material assets in any single transaction or series of related transactions having a fair market value in excess of $200,000 in the aggregate, other Person outside than sales of its products in the Ordinary Course of Business; ; (6ii) Grantenter into any exclusive license, extend distribution, marketing, sales or expand any employment terms for any of its directorsother agreement; or (iii) sell, officers, and employees outside transfer (other than non-exclusive licenses entered into in the Ordinary Course of BusinessBusiness of the applicable Acquired Entity) or otherwise dispose of any Intellectual Property; (7k) Commit to except as may be required as a result of a change in applicable Law or in GAAP, change any of the foregoingaccounting principles, practices or methods used by it; (l) except as required by GAAP, revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable; (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other entity or division thereof or any equity interest therein; (ii) enter into any Contract having a term in excess of six (6) months, or any other material Contract; (iii) amend, modify or waive any material right under any material Contract of the Company or any of its Subsidiaries; (iv) modify, in any material respect, its standard warranty terms for its products or amend or modify any product warranties in effect as of the date hereof in any manner that is adverse to the Company or any of its Subsidiaries; or (v) authorize any new capital expenditure or expenditures in excess of $500,000 in the aggregate in any calendar quarter; or (vi) authorize any new or additional manufacturing capacity expenditure or new expenditures for any manufacturing capacity Contracts or arrangements; (n) make or revoke any material tax election or settle or compromise any income tax liability in excess of $200,000 or permit any Insurance Policy to expire, or to be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Parent is obtained and in effect; (o) fail to file any Tax Returns when due (or, alternatively, fail to file for available extensions) or fail to cause such Tax Returns when filed to be complete and accurate in all material respects; (p) fail to pay any material Taxes or other material debts when due unless being contested in good faith and promptly disclosed to Parent; (q) settle or compromise any pending or Threatened suit, Action or claim that (i) relates to the transactions contemplated hereby; (ii) the settlement or compromise of which would involve more than $250,000; or (iii) that (A) would otherwise be material to the Company and the its Subsidiaries or (B) relates to any Intellectual Property matters; (r) except for this Agreement and the transactions expressly contemplated hereby, take any action or fail to take any action that could (i) limit the utilization of any of the net operating losses, built-in losses, tax credits or other similar items of the Acquired Entities under Section 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder, or (ii) cause any transaction in which any Acquired Entity was a party that was intended to be treated as a reorganization under Section 368(a) of the Code to fail to qualify as a reorganization under Section 368(a) of the Code; (s) accelerate the collection of receivables or defer the payment of payables, or modify the payment terms of any receivables or payables, other than immaterial changes in a manner consistent with prudent and past business practice and after prior consultation with Parent; (t) sell, securitize, factor or otherwise transfer any accounts receivable; (u) incur costs or fees in connection with the Offer including the engagement of the Financial Advisor in excess of the amounts set forth in the Company Disclosure Letter; or (8) Issue v) take or agree in writing or otherwise to take any press release of the actions described in Sections 6.2(a) through 6.2(u) (and it shall not take any action that would make any of the representations or public statement regarding warranties of the Company contained in this Agreement (including the exhibits hereto)) untrue or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementincorrect.

Operation of Business. The Company will not (shall, and will not the Sellers shall cause or permit any the Company to, operate its business only in the usual and ordinary course of business consistent with past practice and use reasonable best efforts to preserve the goodwill and organization of its Subsidiaries to) engage in any practicebusiness and the relationships with its customers, take any actionsuppliers, or enter into any transaction outside employees and other Persons having business relations with the Ordinary Course of BusinessCompany. Without limiting the generality of the foregoing, without prior to the Closing, the Company shall not: (i) take or omit to take any action that would require disclosure under Paragraph 5M below or that would otherwise result in a material breach of any of the representations, warranties or covenants made by the Company or the Sellers in this Agreement; (ii) take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect; (a) enter into any contract out of the ordinary course of business or restricting in any material respect the conduct of its business, (b) make any loans or Investments (other than advances to the Company's employees in the ordinary course of business consistent with past custom and practice), (c) increase any officer's or employee's compensation, incentive arrangements or other benefits, except for increases or bonuses made in the ordinary course of business consistent with past custom and practice (it being understood, however, that no bonuses or other extraordinary compensation may be paid (or authorized) to the Seller Representative prior written consent of Shellto the Closing), neither Company nor (d) redeem, purchase or otherwise acquire directly or indirectly any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrantsissued and outstanding capital stock, or other any outstanding rights or securities exercisable or exchangeable for or convertible into its capital stock, or make any distribution or dividend to purchase or obtain any of its shareholders or other Persons, (e) amend its articles of incorporation or bylaws or issue or agree to issue any capital stock or issue, sellany rights to acquire, or otherwise dispose of any of its capital stock (except upon the conversion securities convertible into or exercise of optionsexchangeable for, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; , (4f) Issue directly or indirectly engage in any notetransaction, bondarrangement or contract with any officer, director, shareholder or other insider or Affiliate of the Company which is not in the ordinary course of business consistent with past practice and at arm's length, (g) execute any guaranty, issue any debt or borrow any money, or other debt security (h) buy or create, incur, assume, or guarantee sell any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any out of the foregoingordinary course of business consistent with past practice; or (8) Issue iv) enter into any press release transaction, arrangement or public statement regarding contract except on an arm's-length basis in the ordinary course of business consistent with past custom and practice. Notwithstanding the foregoing, nothing in this Paragraph 4E shall prohibit the Company from taking any action or omitting to take any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction action as required or the termination of as expressly contemplated by this Agreement.

Operation of Business. From the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller will, and will cause each of the Company and each of the Company’s Subsidiaries to, use its reasonable best efforts to (i) conduct the Business in the ordinary course of business consistent with past practice, and (ii) keep available the services of its managerial employees, and preserve their goodwill and relationships with their customers, clients, suppliers, vendors and others doing business with them, except (A) as otherwise approved in writing by Xxxxx (which approval will not be unreasonably withheld, conditioned or delayed), (B) as otherwise expressly contemplated by this Agreement, including the activities of Seller and the Company pursuant to Section 5.6 and Section 5.8, (C) as required by appliable Law or (D) as set forth on Schedule 5.2. From the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, except (i) as set forth on Schedule 5.2, (ii) as otherwise expressly contemplated by this Agreement, including the activities of Seller and the Company pursuant to Section 5.6 and Section 5.8, or pursuant to the Supplemental Indentures, (iii) as otherwise approved in writing by Buyer (which approval will not cause be unreasonably withheld, conditioned or permit any of its Subsidiaries to) engage in any practice, take any actiondelayed), or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shell(iv) as required by applicable Law, neither the Company nor any of its Subsidiaries nor Seller (with respect to the Business) will: (1a) Authorize sell, assign, transfer, abandon, permit to lapse, license, sublicense, lease or effect subject to any change in its charter Lien (other than a Permitted Lien), any material portion of the tangible properties or bylaws; (2) Grant any options, warrants, assets of the Company or other rights to purchase or obtain any of its stock Subsidiaries or issueSeller (with respect to the Business), sell, other than in the ordinary course of business or otherwise dispose pursuant to the Supplemental Indentures (provided that any such liens on the Company Interests or the assets of any of the Company and its capital stock (except upon Subsidiaries will be released at or prior to the conversion or exercise of options, warrants, and other rights currently outstandingClosing); (b) sell, assign, transfer, lease, license, sublicense, or otherwise encumber, any Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business; (c) disclose any Confidential Information, Trade Secret, or Personal Information (other than Personal Information that is publicly available business-to-business contact information) to any Person (other than pursuant to a written agreement with terms requiring that Person to maintain the confidentiality of, and preserving all rights of the Company in, such Confidential Information, Trade Secret, or Personal Information), (2) disclose, license, release, deliver, escrow or make available any source code or knowingly receive any Confidential Information or Trade Secret of any Person in violation of any obligations of confidentiality; (3) Declaretake or fail to take any action that could reasonably be expected to result in the loss, lapse or abandonment of any Intellectual Property or Confidential Information (other than (A) the expiration of Intellectual Property at the end of its maximum statutory term or (B) pursuant to a commercially reasonable decision by the Company or its applicable Subsidiary to take or not to take an action that will result in such lapse or abandonment of Intellectual Property or Confidential Information, in each case, that is not material to or necessary for the operation of the Business); (d) make any material change to the operation or the security of, or any administrative, technical or physical safeguards, or any of the policies or procedures related to, any System or Personal Information, except as required by applicable Law; (e) (i) terminate, modify, waive any rights under or amend any Material Contract or (ii) enter into any new contract that would be required to be set forth on Schedule 2.11(a) if entered into prior to the date hereof; (f) (A) increase the compensation (including equity or equity-based compensation), incentive arrangements, or other benefits to any Company Employee, except increases in base compensation to non-officer Company Employees in the ordinary course of business or as required by law, (B) enter into any new employment, incentive, severance, change of control, deferred compensation or similar agreement or arrangement with any Company Employee or (C) take any action to accelerate the timing, funding or vesting of any payment or benefit (including equity or equity-based compensation) to any Company Employee; (g) (A) negotiate, modify, extend, terminate or enter into any Labor Agreement applicable to the Business or (B) recognize or certify any labor union, works council, or other labor organization or group of employees as the bargaining representative for any Company Employees; (h) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reduction, work schedule changes or other actions that could implicate the WARN Act; (i) hire, engage, terminate (without cause), furlough, or temporarily layoff any Company Employee with an annual base salary in excess of $150,000; (j) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Company Employee; (k) issue any Equity Interests, ownership interests, shares of capital stock, phantom equity, stock appreciation rights or other equity security of the Company or any of its Subsidiaries or any security, right, option or warrant convertible into or exercisable or exchangeable for any such equity interests, ownership interests, shares of capital stock or other equity security of the Company or any of its Subsidiaries; (l) adjust, split, combine, reorganize, recapitalize or reclassify, or declare, set aside, aside or pay any dividend or other distribution in respect of the Equity Interests of the Company or any of its Subsidiaries; (m) establish, enter into, terminate or amend (except amendments required to comply with changes in applicable Law) any Company Plan; (n) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of an Equity Interest in or a material portion of the assets of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof or any other Person, or acquire any material assets; (o) except as required by GAAP to be implemented during the period between the date of this Agreement and the Closing Date, change any of their accounting principles, policies or procedures; (p) divest or dispose of, or agree to divest or dispose, in any manner a material portion of the properties or assets of the Company or any of its Subsidiaries or any member of the Seller Group (with respect to its stock (whether in cash or in kindthe Business), or redeem, repurchase, or otherwise acquire any of its capital stock; (4q) Issue make any notecapital expenditures in excess of $250,000 in the aggregate or commitments therefor, bond, except (A) in the ordinary course of business or other debt security (B) for such capital expenditures or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside commitments therefor that are reflected in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased’ current budget; (5r) Make settle any capital investment in, make Action or waive or forgive any loan to, or acquire amount owed to the securities or assets of any other Person outside Company where the Ordinary Course of Businessamount paid exceeds $100,000; (6s) Grantmake or change any material Tax election, extend including any entity classification election for U.S. income tax purposes, change any annual Tax accounting period, adopt or expand change any employment terms method of Tax accounting, file any Tax Return other than consistent with past practice, amend any Tax Return, file any claims for Tax refunds, enter into any pre-filing agreement, advance pricing agreement, cost sharing agreement or closing agreement in relation to Taxes, settle or compromise any Tax claim, audit or assessment, consent to any extension or waiver of its directorsthe limitation period, officers, and employees incur any liability for Taxes outside the Ordinary Course ordinary course of Businessbusiness, fail to pay any Tax that becomes due and payable, or surrender any material right to claim Tax refund, offset or other reduction in Tax Liability; (7t) Commit authorize or effect any liquidation or other dissolution (u) assume, guaranty or incur any Indebtedness of the types set forth in clauses (i) or (ii) of the definition of Indebtedness; or (v) commit to do any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Company will not (i) Prior to the Closing, and will not cause except as contemplated hereby or permit any as may be incidental to or in furtherance of its Subsidiaries to) engage in any practice, take any actionthe transactions contemplated hereby, or enter into any transaction outside as expressly consented to or approved by the Ordinary Course of Business. Without limiting Buyer, the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willSeller shall: (1A) Authorize or effect any change cause the Business conducted by each of the Companies to be operated in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether all Material respects in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; and (B) cause each of the Companies not to issue or sell any shares of capital stock of such Company, or issue, or sell any options, warrants or other rights of any kind to acquire any such shares or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such shares, or enter into any agreement obligating either Company to do any of the foregoing. (ii) Notwithstanding anything to the contrary set forth in Section 5(b)(i): (A) On the Closing Date, the Seller shall deliver to the Buyer a letter or statement from each bank with which each Company maintains one or more cash deposit accounts indicating the cash balance(s) of such account(s) as of the close of business on the Business Day immediately preceding the Closing Date. During the Pre-Closing Period, the Seller shall not cause or permit either Company to (y) authorize, declare or pay any dividend or other distribution in respect of its capital stock at any time from and after the Effective Date, or (z) make any payment or transfer any funds to or for the account of the Seller or any Other Affiliate, except for payments for such goods, services or benefits provided by the Seller or Other Affiliates to, on behalf of or for the benefit of either of the Companies as are (1) of the types set forth on Annex IV and arise in the Ordinary Course of Business consistent with past practice pursuant to arrangements existing prior to the Effective Date, on terms consistent with past practice or (2) mutually agreed to by the Buyer and the Seller, pursuant to such arrangements, and on such terms, as they shall mutually agree upon (it being understood that neither Party shall have any obligation to agree to any such arrangements or terms); provided, however, that, notwithstanding anything to the contrary contained herein, the Seller shall not charge either of the Companies, and neither of the Companies shall pay the Seller, any management fees for any period commencing on or after the Effective Date; provided, further, that Company may issue Convertible Debt the Seller shall cause the Companies to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to pay the Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased;5(h). (5B) Make During the Pre-Closing Period, neither the Seller nor any Other Affiliate shall have any obligation or liability whatsoever to contribute any capital investment in, or make any loan tofunds, assets or other benefit or thing of value available to either Company, except for (y) the items of the types set forth on Annex IV to the extent such items arise in the Ordinary Course of Business, on terms (other than payment terms) consistent with past practice and (z) such other items (if any), as may (C) During the Pre-Closing Period the Seller shall not cause or permit either Company to enter into, or acquire the securities or assets of agree to enter into, any other Person transaction that is outside the Ordinary Course of Business;Business and that involves individually more than US$50,000 or involves the sale, assignment, license, lease or transfer of any interest in or right to use the Patent or the name "Pyrox," xn each case without the prior consent of the Buyer; and (6D) GrantDuring the Pre-Closing Period the Seller shall not cause or permit either Company to make, extend or expand agree with any employment terms for third party to make, any capital expenditure, or series of its directorsrelated capital expenditures, officers, and employees outside in an amount in excess of US$50,000 without the Ordinary Course of Business; (7) Commit to any prior consent of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this AgreementBuyer.

Operation of Business. Except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement or as required by applicable law to the Closing or the earlier termination of this Agreement in accordance with Article X hereof (the "Pre-Closing Period"), the Company will not (shall, and will not shall cause or permit any of each Subsidiary to, conduct its Subsidiaries to) engage operations only in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness in all material respects and in compliance with all applicable U.S. federal, foreign, regional, state, provincial, county and local laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, except (I) as expressly contemplated or permitted by this Agreement, (II) as set forth in Section 4.5 of the Disclosure Schedule or (III) as required by applicable law, during the Pre-Closing Period the Company shall not, and shall cause each Subsidiary not to, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any Subsidiary any options, warrantswarrants or rights to acquire any such stock or other securities (except pursuant to the exercise of Options and Warrants outstanding on the date hereof and upon conversion of Preferred Stock outstanding as of the date of this Agreement and the issuance of Options to purchase at fair market value up to 2,800,000 Company Shares to employees, directors and consultants of or to the Company and its Subsidiaries on the terms set forth in Section 4.5(a) of the Disclosure Schedule), or other rights to purchase or obtain amend any of its the terms of (including the vesting of) any Options or Warrants or restricted stock agreements, or repurchase or redeem any stock or issue, sell, or otherwise dispose other securities of any of its capital stock the Company (except upon from former employees, directors or consultants in accordance with agreements in place as of the conversion date of this Agreement and providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or exercise of options, warrants, and other rights currently outstandingservices to the Company or any Subsidiary); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases) other than for short-term borrowings not to exceed $500,000 at any time outstanding under the Company's existing line of credit or a replacement line of credit on comparable terms and reasonably acceptable to the Buyer; assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity (other than de minimis advances to employees in the Ordinary Course of Business in respect of travel expenses); (d) enter into, incur, assumeadopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.22(k) or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its directors, officers or employees (except for borrowed money existing payment obligations for base salaries in the Ordinary Course of Business and bonus and other benefit obligations listed in Section 2.22(k) or capitalized lease obligation outside (m) of the Disclosure Schedule) or hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees or consultants; (5e) Make any capital investment inacquire, make any loan tosell, lease (other than the renewal of the lease for the Company's current headquarters in Santa Clara, California, space leased in Herndon, Virginia, at No. 501 in Olympus Tower of Acropolis, Xx. 00, Xxxxx Xxxx, Xxxxxxxxx, Xxxxx and at No. 804 in Sparta Tower of Acropolis in Bangalore, India, each as described in Section 2.12 of the Disclosure Schedule, upon the terms and conditions set forth in Section 4.5(e) of the Disclosure Schedule), license or acquire the securities or assets dispose of any assets or property (including any shares or other Person outside equity interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directorsproperty or assets or subject any such property or assets to any Security Interest, officersexcept for purchase-money Security Interests in respect of capital expenditures attributable to the purchase of equipment to the extent permitted pursuant to Section 4.5(p); (g) amend its charter, and employees outside by laws or other organizational documents; (h) sell, assign, transfer, license or sublicense any Intellectual Property, other than pursuant to license or service agreements with customers entered into in the Ordinary Course of Business; (7i) Commit change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to alter its organizational or management structure; (j) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any material current elections, with respect to Taxes; (k) enter into or amend in any material respect any contract or agreement of a nature required to be listed in Section 2.12 of the Disclosure Schedule (other than the Great America Parkway Lease, the space leased in Herndon, Virginia, at No. 501 in Olympus Tower of Acropolis, Xx. 00, Xxxxx Xxxx, Xxxxxxxxx, Xxxxx and at No. 804 in Sparta Tower of Acropolis in Bangalore, India, each of which may be amended in the manner set forth in Section 4.5(k) of the Disclosure Schedule); (l) enter into or amend in any material respect any contract or agreement of a nature required to be listed in Section 2.13 of the Disclosure Schedule; (m) enter into or amend in any material respect any contract or agreement of a nature required to be listed in Section 2.15(a)(i) or (ii) of the Disclosure Schedule, except for (1) equipment leases entered into in the Ordinary Course of Business with terms of twelve months or less, which shall nevertheless be subject to the limitations set forth in paragraph (p) below; (2) network service provider contracts entered into in the Ordinary Course of Business, having a term of one year or less and involving 100 mbps or less; (3) customer contracts entered into in the Ordinary Course of Business with pricing, terms and other conditions equivalent in all material respects to comparable customer contracts existing at the date of this Agreement; and (4) vendor agreements entered into in the Ordinary Course of Business involving less than the sum of $200,000 over the term of the agreement and are terminable within one year; (n) enter into or amend in any material respect any contract or agreement of a nature required to be listed in Section 2.15 of the Disclosure Schedule (other than in Section 2.15(a)(i) or 2.15(a)(ii) thereof); (o) terminate, other than as a matter of right in the Ordinary Course of Business (including, but not limited to, termination of agreements of nonpaying customers) or take or omit to take any action that would constitute a violation under, or waive any material rights under, any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.15 of the Disclosure Schedule or any other contract or agreement with any customer or the business of the Company and the Subsidiaries involving more than the sum of $50,000 over the term of the agreement; (p) make or commit to make any capital expenditure, including those permitted by Section 4.5(m)(1), in excess of $50,000 per item or $200,000 in the aggregate per month; (q) institute any Legal Proceeding, except for any Legal Proceeding brought by the Company for the purpose of enforcing the Buyer's performance of its obligations under this Agreement, or settle and Legal Proceeding, except for settlements of routine litigation in the Ordinary Course of Business, provided that such settlements only involve cash payments of monetary damages, which payments individually and in the aggregate shall not be material, or cash payments paid in full during the Pre-Closing Period; (r) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would reasonably be expected to result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue during the Pre-Closing Period (other than as a result of changes to the representations and warranties expressly contemplated or permitted by this Agreement) or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (s) fail to take any action necessary to preserve the validity of any material Intellectual Property or Permit; or (8) Issue t) agree in writing or otherwise to take any press release or public statement regarding of the foregoing actions. In addition, during the Pre-Closing Period, the Company or any Products. The foregoing notwithstanding, Company may take shall (i) accept customer orders in the following actions prior Ordinary Course of Business and (ii) cooperate with the Buyer in communicating with suppliers and customers to Closing: (a) increase its authorized shares prepare for the transfer of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject the Company's business to the restrictions set forth in Sections 3.E(2) Buyer as a result of and (3) above; (b) perform its obligations and effectuate conditioned upon the transactions provided for in Merger, on the May 31Closing Date, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, so long as such communications are not inconsistent with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this AgreementXxxx-Xxxxx-Xxxxxx Act.

Operation of Business. Except as contemplated by this Agreement and except as set forth on Schedule 2.7, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue, sell, deliver or effect any change in its charter agree or bylaws; commit to issue, sell or deliver (2) Grant any whether through the issuance or granting of options, warrants, or other commitments, subscriptions, rights to purchase or obtain otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of its any class or any other securities or any rights, warrants or options to acquire any such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities, warrantsOptions or Warrants outstanding on the date hereof), and other rights currently outstanding)or amend any of the terms of any such convertible securities, Options or Warrants; (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside except in the Ordinary Course of Business, create, incur or assume any debt not currently outstanding (including obligations in respect of capital leases); providedassume, howeverguarantee, that Company may issue Convertible Debt to endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereofother person or entity; or make any loans, and that the Conversion Ratio will be automatically adjusted to take into account advances or capital contributions to, or investments in, any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedother person or entity; (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement of the type described in Section 2.19(j) or increase in any manner the compensation or fringe benefits of, or acquire modify the securities employment terms of, its directors, officers or assets employees, generally or individually, except in the Ordinary Course of Business and consistent with past practices, or pay any benefit not required by the terms in effect on the date hereof of any existing Employee Benefit Plan; (e) acquire, sell, lease, encumber or dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grantamend the Company Charter or the Company By-laws, extend except as required by this Agreement; (g) change in any material respect its accounting methods, principles or expand practices, except insofar as may be required by a generally applicable change in GAAP; (h) discharge or satisfy any employment terms for Security Interest or pay any of its directors, officers, and employees outside obligation or liability other than in the Ordinary Course of Business; (7i) Commit mortgage or pledge any of its property or assets or subject any such assets to any Security Interest; (j) sell, assign, transfer or license any Intellectual Property, other than in the Ordinary Course of Business; (k) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive, release or assign any rights under, any material contract or agreement; (l) make or commit to make any capital expenditure in excess of $10,000 per item; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoing; orrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (8) Issue n) hire, terminate or discharge any press release employee or public statement regarding the Company or engage any Products. The foregoing notwithstandingconsultant, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject any employee or consultant may terminate his or her relationship with the Company; (o) take any action, which would interfere with the Buyer's ability to account for the restrictions set forth Merger as a pooling of interests; or (p) agree in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets writing or otherwise to take any of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not shall (and will not shall cause or permit any of its Subsidiaries each Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not (and shall cause each Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Parent: (1a) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylaws; (2) Grant other securities of the Company or any optionsWarrants, warrants, Options or other rights to purchase or obtain acquire any of its such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities or Options or Warrants outstanding on the date hereof), warrants, and other rights currently outstanding)or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (d) enter into, incur, assume, adopt or guarantee amend any indebtedness Employee Benefit Plan or any employment or severance agreement or arrangement or (except for borrowed money or capitalized lease obligation outside normal increases in the Ordinary Course of Business; providedBusiness for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt its directors, officers or employees, generally or individually, or pay any bonus or other benefit to any of its directors and directors, officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedor employees; (5e) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement up until the Closing Date (as defined in the Purchase Agreement), the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organization, keep its physical Assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing Date, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Optionee: (1a) Authorize issue, sell, deliver or effect any change in its charter agree or bylaws; commit to issue, sell or deliver (2) Grant any whether through the issuance or granting of options, warrants, or other commitments, subscriptions, rights to purchase or obtain otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of its any class or any other securities or any rights, warrants or options to acquire any such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities, options or warrants outstanding on the date hereof), or amend any of the terms of any such convertible securities, options or warrants, and other rights currently outstanding); (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend dividend, special bonus or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any notedebt not currently outstanding (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or other debt security or create, incur, assumeinvestments in, or guarantee increase the amount of any indebtedness for borrowed money existing loan to any other person or capitalized lease obligation outside entity; (d) enter into, adopt or amend any Plans or any employment or severance agreement or arrangement or increase in any manner the compensation or fringe benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay any benefit not required by the terms in effect on the date hereof of any existing Plan; (e) acquire, sell, transfer, lease, sublease, license, abandon, encumber, transfer or otherwise dispose of any properties or assets, real, personal or mixed (including leasehold interests and intangible property) related to the Operations, except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of (f) amend and/or restate its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedCharter or Bylaws; (5g) Make change in any capital investment inmaterial respect its accounting methods, principles or practices, or make any loan to, change in depreciation or acquire the securities amortization policies or assets of lives adopted by it except insofar as may be required by a generally applicable change in GAAP or as required by Optionee; (h) discharge or satisfy any Lien or pay any obligation or liability other Person outside than in the Ordinary Course of Business; (6i) Grantsettle, extend compromise, materially modify or expand amend, waive, terminate, cancel, release or assign any employment terms for rights or Claims concerning, affecting or relating to any Contract relating to the Operations (including, without limitation, any Assigned Agreement), or otherwise relating to the Operations; (j) mortgage or pledge any of its directorsproperty or Assets or subject any such Assets to any Lien; (k) sell, officersassign, license, grant or transfer any rights under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (l) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive, release or assign any rights under, any contract or agreement; (m) enter into, amend, modify or consent to the termination of any Assigned Agreement; (n) make or commit to make any capital expenditure in excess of Five Thousand Dollars ($5,000) per item; (o) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement or the Purchase Agreement becoming untrue or (ii) any of the conditions to the transaction set forth in Article V, not being satisfied; (p) make any material charitable contribution; (q) engage or terminate any consultant; (r) enter into, materially amend or (except in conjunction with the completion of the term thereof) terminate any Contract or transaction with any director or officer, stockholder or Affiliate of Seller (or with any relative, beneficiary, spouse or Affiliate of such Person) relating to the Operations; (s) terminate, discontinue, close or dispose of any facility or other business operation, or lay off any employees outside or implement any early retirement, separation or program providing early retirement window benefits or announce or plan any such action or program for the future; (t) allow any Permit that was issued or relates to the Operations to lapse or terminate or fail to renew any insurance policy or Permit that is scheduled to terminate or expire within forty five (45) calendar days of the Effective Date, except to the extent that such failure would not be reasonably expected to cause a Material Adverse Effect on the ability of the Company to own and operate the Operations as now conducted; (u) enter into any contract, other than in the Ordinary Course of Business and as provided to the Optionee, or any amendment or termination of, or default under, any contract that is or was material to the Operations or Seller's rights thereunder; (v) commence any litigation other than (i) for the routine collection of bills or (ii) in such cases where the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Company's business, provided that Company consults with the Optionee prior to the filing of such a suit; (w) make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material return or any amendment to a material return, enter into any closing agreement, settle any claim or assessment in respect of Taxes (except settlements effected solely through payment of immaterial sums of money), or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (x) write down or write up (or fail to write down or write up in accordance with U.S. GAAP consistent with past practice) the value of any receivables or revalue any of the Company's assets other than in the Ordinary Course of Business and in accordance with U.S. GAAP; (y) issue any purchase orders or otherwise agreed to make any purchases involving exchanges in value in excess of Two Thousand Five Hundred Dollars and Zero Cents ($2,500.00) individually or Five Thousand Dollars and Zero Cents ($5,000.00) in the aggregate, except in the Ordinary Course of Business; (7z) Commit merge with, enter into a consolidation with or acquire an interest of 5% or more in any Person or acquire a substantial portion of the assets or business of any Person or any division or line of business thereof engaged in a business relating to the Operations, or otherwise acquire any material assets relating to the Operations except in the Ordinary Course of Business; (aa) (i) grant, announce, or make any change in the rate of compensation, wages, salaries, commission, bonuses, incentives, pensions or other direct or indirect remuneration or benefits payable, or pay or agree or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any director, officer, employee, distributor, contractor, or agent of the Company relating to or involved in the Operations, including any increase or change pursuant to any Plan or (ii) enter into, establish, increase or promise to increase, amend or terminate any benefits under any Plan or any employment or severance agreement or commitment or collective bargaining agreement with any employee or contractor of the Company relating to or involved in the Operations, in either case except as required by Law or any collective bargaining agreement, such exceptions being disclosed in the Disclosure Schedules; (bb) fail to pay any creditor any material amount owed to such creditor when due; (cc) change in any manner the character or scope of the Operations; or (dd) agree, whether in writing or otherwise, to take any action described in this Section 4.3 or grant any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth specified in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of 4.3, except as expressly contemplated by this Agreement.

Operation of Business. Company will not Each of Empress and each Subsidiary shall operate its business only in the ordinary course in a manner consistent with past practices, and shall use commercially reasonable efforts to (and will not cause or permit any a) keep available the services of its Subsidiaries topresent officers and employees, (b) engage continue and preserve good relationships with suppliers, customers, lenders and others having business dealings with it, and (c) maintain in full force and effect all Permits. Neither Empress nor any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoingSubsidiary shall, without the prior written consent of Shellthe Buyers, neither Company nor which consent may not be unreasonably withheld or delayed, (i) grant, confer or award any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any optionsoption, warrantswarrant, conversion right or other rights right not existing on the date hereof to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any shares of its capital stock; , other than any of the foregoing that (41) Issue are not materially detrimental to the operation of the businesses of the Subsidiaries and (2) will not cause a delay in the Buyers receipt of gaming regulatory approvals and permits; (ii) increase any notecompensation or enter into or amend any employment agreement with any of its present or future officers, bonddirectors or employees, except for normal increases in compensation or bonuses paid consistent with past practices and extensions of contracts on substantially similar terms for up to six (6) months (with normal increases consistent with past practices) in each case in the ordinary course of business; (iii) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices and as otherwise permitted by this Agreement; (iv) adopt any new Plan or amend any existing Plan in any material respect outside the ordinary course of business, except as contemplated by the terms of this Agreement; (v) enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the ordinary course of business, including without limitation any transaction involving a merger, consolidation, joint venture, complete liquidation or dissolution, reorganization, recapitalization, or restructuring or a purchase, sale, lease or other debt security disposition of a material portion of its assets or createcapital stock, incurother than (1) the disposition of the Aircraft; or (2) Empress' use of its Current Assets for any purpose whatsoever (other than a purpose which, assumedirectly or indirectly, materially interferes with or is materially detrimental to the operation of the business of the Subsidiaries) or the incurrence or increase of any Debt by Empress through any subsidiary (other than the Subsidiaries), as long as the Subsidiaries shall not be liable for the repayment of such Debt in any manner whatsoever and the incurrence of such Debt does not directly or indirectly materially interfere with and is not materially detrimental to the operation of the businesses of the Subsidiaries; and (3) Empress' sale, transfer or other disposition of any asset of Empress, other than stock in the Subsidiaries or assets of the Subsidiaries not in the ordinary course of business; (vi) incur any Debt or guarantee any indebtedness Debt or issue or sell any debt or equity securities or warrants or rights to acquire any debt securities of others other than (1) pursuant to the current bank line of credit of Empress or any Subsidiary in the ordinary course of business and in a manner consistent with past practices or (2) Debt incurred by Empress through any subsidiary other than the Subsidiaries, as long as the Subsidiaries shall not be liable for borrowed money the repayment of such Debt in any manner whatsoever and the incurrence of such Debt shall not directly or capitalized lease obligation outside indirectly materially interfere with or be materially detrimental to the Ordinary Course operation of Businessthe businesses of the Subsidiaries; provided(vii) make any loans, howeveradvances or capital contributions to, or investments in, any Person other than the Subsidiaries, provided that Company may issue Convertible Debt Empress shall be able to loan, advance, contribute or invest Current Assets in any of its directors and officers Person, so long as such Convertible Debt is converted loan, advance, capital contribution or investment does not directly or indirectly materially interfere with or be materially detrimental to Company Shares prior to Closing the operation of the businesses of the Subsidiaries; (viii) alter in accordance with Section 2.A(9any material respect the manner of keeping its books, accounts or records, or change in any material respect the accounting practices therein reflected; (ix) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, grant or make any loan to, mortgage or acquire pledge of the securities assets or stock of the Subsidiaries or subject the Subsidiaries or any of their material properties or assets to any Lien of any kind, except (A) Liens for Taxes not currently due or (B) Liens which arise in the ordinary course of business in connection with permitted capital expenditures and which encumber only the property for which the capital expenditure is made; (x) fail to comply or continue to comply with all applicable Laws; (xi) amend or modify in any manner its Certificate of Incorporation, Bylaws or other Person outside the Ordinary Course organizational documents; (xii) make any discretionary payments in partial or full satisfaction of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoinghotel and commercial portions of the Hammond Commitments; or (8) Issue xiii) change in any press release manner the process by which any reserves are determined except as required or public statement regarding necessary to comply with GAAP; (xiv) enter into any collective bargaining agreement; or (xv) enter into any contract, agreement, commitment or other arrangement extending beyond one year or involving consideration in excess of $100,000 in the Company aggregate, unless such contract, agreement, commitment or other arrangement may be terminated by the Buyers upon a change of control of the Subsidiaries, and except as permitted by Section 4.12. If the incurrence or increase of any Products. The foregoing notwithstandingDebt permitted by clause (v)(2) or (vi)(2) of the immediately preceding sentence causes a delay in obtaining the necessary regulatory approvals and permits in connection with the transactions contemplated by this Agreement, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions dates set forth in Sections 3.E(2Section 10.01(h) and (3) above; (b) perform its obligations and effectuate each shall be extended by a period of time equal to the transactions provided for in length of such delay. Not less than once per month until the May 31Closing, 2006 Purchase and Sale Agreement and Joint Escrow Instructions the management of Empress shall meet with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets the management of the acute dialysis care division, Buyers to review the operations of Empress and each Subsidiary. Empress shall also consult with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, Buyers and (d) make distributions to their respective representatives regularly regarding the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event ongoing management and operation of the Closing business of Empress and the Technology Transaction or the termination of this AgreementSubsidiaries.

Operation of Business. Company will not Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and will not shall cause or permit any of its Subsidiaries each Parent Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Company: (1a) Authorize issue or effect sell, or redeem or repurchase, any change stock or other securities of the Parent or any rights, warrants or options to acquire any such stock or other securities, except as contemplated by, and in its charter or bylawsconnection with, the Private Placement Offering and the Merger; (2b) Grant split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declarestock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock, except as contemplated by, and in connection with, the Stock Split; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (d) enter into, incur, assume, adopt or guarantee amend any indebtedness Employee Benefit Plan or any employment or severance agreement or arrangement or (except for borrowed money or capitalized lease obligation outside normal increases in the Ordinary Course of Business; providedBusiness for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees, except for the adoption of Parent’s 2010 Stock Option Plan (the “Parent Option Plan”) covering 3,500,000 shares of Parent Common Stock; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any Parent Subsidiary or any corporation, partnership, association or other business organization or division thereof), except as contemplated by, and in connection with, the Split-Off; (f) mortgage or pledge any of its directors and officers so long as property or assets or subject any such Convertible Debt is converted property or assets to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSecurity Interest; (5g) Make discharge or satisfy any capital investment in, make Security Interest or pay any loan to, obligation or acquire the securities or assets of any liability other Person outside than in the Ordinary Course of Business; (6h) Grantamend its charter, extend by-laws or expand other organizational documents except that Parent shall adopt such new by-laws as shall be mutually agreed to by the Parent and the Company. (i) change in any employment terms for any of material respect its directorsaccounting methods, officersprinciples or practices, and employees outside the Ordinary Course of Businessexcept insofar as may be required by a generally applicable change in GAAP; (7j) Commit enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Parent and/or the Acquisition Subsidiary set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not, except as expressly contemplated by this Agreement, be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will:the Parent (which shall not be unreasonably withheld or delayed): (1a) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylaws; (2) Grant any options, warrants, other securities of the Company or other rights to purchase or obtain acquire any of its such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities outstanding on the date hereof), warrants, and other rights currently outstanding)or amend any of the terms of (including without limitation the vesting of) any such convertible securities; (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any indebtedness for borrowed money or capitalized lease obligation outside (including obligations in respect of capital leases) except in the Ordinary Course of BusinessBusiness or in connection with the transactions contemplated by this Agreement or the Bridge Loan; providedassume, howeverguarantee, that Company may issue Convertible Debt to endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereofother person or entity; or make any loans, and that the Conversion Ratio will be automatically adjusted to take into account advances or capital contributions to, or investments in, any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedother person or entity; (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or acquire materially modify the securities employment terms of, its directors, officers or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will VPI and Stockholder hereby agree, jointly and severally, that from and after the date hereof to the Effective Time, except for a dividend to the Stockholder and/or compensation to key employees in an aggregate amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) and will except as otherwise contemplated by this Agreement or agreed to in writing by Parent, VPI shall conduct its business solely in the ordinary course, and Stockholder and VPI shall: (a) not cause amend VPI's Articles of Incorporation or Bylaws, except as may be necessary to carry out this Agreement or as required by law; (b) not change VPI's corporate name or permit the use thereof by any other corporation; (c) not pay or agree to pay to any employee, officer, or director of VPI any increase in compensation other than in the ordinary course; (d) not make any changes in VPI's management; (e) not merge or consolidate VPI with any other corporation or allow it to acquire or agree to acquire or be acquired by any corporation, association, partnership, joint venture, or other entity; (f) not amend or permit VPI to default in any of its Subsidiaries to) engage in obligations under any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylawsContracts; (2g) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, not declare or pay any dividend or make any distribution with respect to on any shares of its capital stock (whether in cash or in kind), or redeem, repurchase, purchase or otherwise acquire any shares of its capital stock; (4h) Issue not sell or transfer any noteof VPI's tangible or intangible assets having an aggregate book value of $20,000 or more, bondother than sales of inventory in the ordinary course, or other debt security create any lien or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to encumbrance on any of its directors and officers so long as such Convertible Debt is converted VPI's assets or permit VPI to Company Shares prior incur any debt liability or obligation, permit VPI to Closing in accordance with Section 2.A(9) hereofwaive any right or cancel any debt or claim, and that the Conversion Ratio will be automatically adjusted to take enter into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedcontract or agreement involving amounts exceeding $20,000; (5i) Make any capital investment inconduct VPI's business in a diligent manner, and not make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business;material change in its business practices; and (6j) Grant, extend or expand any employment terms for any in good faith use their best efforts to (i) preserve VPI's business organization intact; (ii) keep available the services of its directors, current officers, employees, salesmen, agents and employees outside representatives; (iii) maintain the Ordinary Course good will of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstandingits suppliers, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) customers and other persons having business relations with VPI and (3iv) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy maintain all of its outstanding liabilitiesproperties in good repair, order and condition, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate maintain in the event effect all of the Closing of the Technology Transaction or the termination of this Agreementinsurance policies listed in SECTION 3.14 OF THE DISCLOSURE SCHEDULE.

Operation of Business. From the date hereof until the Closing Date, except as contemplated by this Agreement, the Company will shall, and shall cause each of the Subsidiaries to: (i) operate its business in all material respects in compliance with Applicable Laws; (ii) not adopt any amendment to the Company's charter or by-laws or comparable organizational documents that have or could reasonably be expected to have an adverse effect on the Holders or their ownership or control of the shares of Common Stock to be issued in the Issuance; and (iii) except for issuances of Capital Stock of the Subsidiaries to the Company or a wholly-owned Subsidiary (or on a proportionate basis to all of such Subsidiary's stockholders) and will issuance of Common Stock or options to acquire Common Stock pursuant to employee benefit plans disclosed in the Commission Filings, as in effect on the date hereof, or as consented to in writing by Apollo Management and Blackstone (which consent shall not cause be unreasonably withheld), not issue, reissue, sell, pledge, dispose of or permit encumber or authorize the issuance, reissuance, sale, pledge, disposition or encumbrance of additional shares of Capital Stock of any class, or securities convertible into Capital Stock or any rights, warrants or options or other rights of any kind to acquire any convertible securities or Capital Stock or any other ownership interest (including, but not limited to, stock appreciation rights or phantom stock) of the Company or any of its Subsidiaries to) engage in any practiceexcess of shares of Common Stock whose aggregate market value is less than $25 million, take any action, or enter into any transaction outside other than the Ordinary Course Issuance and the issuance of Business. Without limiting the generality preferred stock purchase rights associated with shares of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares Common Stock issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions compliance with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementprovision.

Operation of Business. Company will not (and will not cause or permit any of its Subsidiaries to) Except as permitted by the Merger Agreement, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1i) Authorize none of Mediconsult and its Subsidiaries will authorize or effect any change in its charter or bylaws; (2ii) Grant except as set forth on Disclosure Schedule 6(d) of the Merger Agreement, none of Mediconsult and its Subsidiaries will grant any options, warrants, or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3iii) Declarenone of Mediconsult and its Subsidiaries will declare, set aside, or pay any dividend or distribution with respect to its stock the Mediconsult Capital Stock (whether in cash or in kind), or split, combine, reclassify, redeem, repurchase, or otherwise acquire any of its capital stockacquire, directly or indirectly, Mediconsult Capital Stock; (4iv) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course none of Business; provided, however, that Company may issue Convertible Debt to any of Mediconsult and its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio Subsidiaries will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6v) Grantnone of Mediconsult and its Subsidiaries will make any capital expenditures outside the Ordinary Course of Business; (vi) except as set forth on Disclosure Schedule 6(d) of the Merger Agreement, extend or expand none of Mediconsult and its Subsidiaries will make any change in employment terms for any of its directorsdirectors or executive officers, or enter into any other arrangement or agreement with directors or executive officers, and none of Mediconsult and its Subsidiaries will make any change in employment terms for any of its employees outside the Ordinary Course of Business; (7vii) Commit except as set forth on Disclosure Schedule 6(d) of the Merger Agreement, none of Mediconsult and its Subsidiaries will sell or transfer to any Person any material rights to Mediconsult's Intellectual Property, purchase any material right to Intellectual Property or enter into any material license agreement with any Person with respect to Mediconsult's Intellectual Property outside the Ordinary Course of Business; and (viii) none of Mediconsult and its Subsidiaries will commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any options, warrants, warrants or rights to acquire any such stock or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock securities (except upon pursuant to the conversion or exercise of optionsPreferred Shares or Options outstanding on the date hereof), warrantsor amend any of the terms of (including the vesting of) any Options or restricted stock agreements, and or repurchase or redeem any stock or other rights currently outstandingsecurities of the Company (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any noteother person or entity; or make any loans, bondadvances or capital contributions to, or investments in, any other debt security person or createentity; (d) enter into, incur, assumeadopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.22(k) or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its directors, officers or employees (except for borrowed money existing payment obligations listed in Section 2.22 of the Disclosure Schedule) or capitalized lease obligation outside hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5e) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property (including any shares or other Person outside equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grantincur or assume any indebtedness, extend other than trade indebtedness in the Ordinary Course of Business and indebtedness under the Company's existing bank credit facility up to an aggregate principal amount outstanding not in excess of (i) $3,750,000 if the Closing occurs on or expand any employment terms for before December 31, 2002 or (ii) $4,250,000 if the Closing occurs after December 31, 2002, nor mortgage or pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest other than purchase money Security Interests granted under the Company's existing bank credit facility; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, by-laws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes; (j) except as set forth in Section 4.6 of the Disclosure Schedule, enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.15 of the Disclosure Schedule; (k) make or commit to make any capital expenditure in excess of $20,000 per item or $50,000 in the aggregate; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (n) make any cash disbursements or compensation adjustments for any employees or other third parties outside the Ordinary Course of Business; or (8) Issue o) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will not (and will not cause or permit any of its Subsidiaries toa) engage in any practiceDuring the Pre-Closing Period, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the except pursuant to prior written consent of ShellParent, neither the Company nor any shall, and shall cause each of its Subsidiaries willthe other Acquired Companies to: (1i) Authorize or effect any change conduct its business and operations in its charter or bylawsthe ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement; (2ii) Grant use reasonable efforts (which shall not include or require the expenditure of any optionsfunds, warrantsexcept consistent with the ordinary course of business) to preserve intact its current business organization, or other rights to purchase or obtain any keep available the services of its stock or issuecurrent officers and employees and maintain its relations and goodwill with all suppliers, sellcustomers, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of optionslandlords, warrantscreditors, employees and other rights currently outstanding)Persons having business relationships with it; (3iii) Declarepay the premiums required by, and use its best efforts to keep in full force, all insurance policies identified in Part 2.17 of the Company Disclosure Schedule; (iv) except as required by any agreement or designations (as set forth in Part 2.5 of the Company Disclosure Schedule), not declare, accrue, set aside, aside or pay any dividend or make any other distribution with in respect of any shares of capital stock, and shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (v) not sell, issue or authorize the issuance of (1) any capital stock or other security, (2) any option or right to its acquire any capital stock (whether in cash or in kind)other security, or redeem(3) any instrument convertible into or exchangeable for any capital stock or other security (except that the Company shall be permitted (x) to grant stock options to employees in accordance with its past practices and, repurchase(y) to issue Company Common Stock to employees upon the exercise of outstanding stock options, warrants and shares of preferred stock); (vi) except as contemplated herein, not amend or otherwise acquire waive any of its capital stock; (4) Issue any note, bondrights under, or other debt security or createpermit the acceleration of vesting under, incur, assume, or guarantee (1) any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any provision of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.Company's

Operation of Business. Company will not Except as contemplated by this Agreement, the Split-Off Agreement, or the Private Placement Offering, during the period from the date of this Agreement to the Effective Time, the Parent shall (and will not shall cause or permit any of its Subsidiaries each Parent Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Company: (1a) Authorize except as contemplated by, and in connection with, the transactions contemplated by this Agreement, the Split-Off Agreement, or effect the Private Placement Offering, issue or sell, or redeem or repurchase, any change in its charter stock or bylawsother securities of the Parent or any rights, warrants or options to acquire any such stock or other securities; (2b) Grant except as contemplated by, and in connection with, the transactions contemplated by this Agreement split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declarestock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (d) except as contemplated by, incurand in connection with, assumethe transactions contemplated by this Agreement or the Split-Off Agreement, enter into, adopt or guarantee amend any indebtedness Parent Employee Benefit Plan or any employment or severance agreement or arrangement or (except for borrowed money or capitalized lease obligation outside normal increases in the Ordinary Course of Business; providedBusiness for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees, except for the adoption of Parent’s 2010 Equity Incentive Plan (the “Parent Option Plan”), in substantially the form attached hereto as Exhibit H, covering an aggregate of 4,250,000 shares of Parent Common Stock in connection with the Merger; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any Parent Subsidiary or any corporation, partnership, association or other business organization or division thereof), except as contemplated by, and in connection with, the Split-Off or the Private Placement Offering; (f) mortgage or pledge any of its directors and officers so long as property or assets or subject any such Convertible Debt is converted property or assets to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSecurity Interest; (5g) Make discharge or satisfy any capital investment in, make Security Interest or pay any loan to, obligation or acquire the securities or assets of any liability other Person outside than in the Ordinary Course of Business; (6h) Grantamend its charter, extend bylaws or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessother organizational documents; (7i) Commit change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Parent and/or the Acquisition Subsidiary set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. The Company will not (and will not cause agrees that, except as permitted, required or permit any of its Subsidiaries to) engage in any practice, take any actionspecifically contemplated by, or enter into any transaction outside otherwise described in, this Agreement or the Ordinary Course of Business. Without limiting other Equity Documents or otherwise consented to or approved in writing by Purchasers during the generality of period commencing on the foregoing, without date hereof and ending on the prior written consent of Shell, neither Company nor any of its Subsidiaries willClosing Date: (1a) Authorize or effect any change in its charter or bylawsThe Company, Infocrossing and each of the other Subsidiaries will conduct their respective operations only according to their ordinary and usual course of business consistent with past practice and will use their reasonable best efforts to preserve intact their respective business organization, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients, joint venture partners, and others having significant business relationships with them; (2b) Grant any optionsEach of the Company, warrants, or Infocrossing and the other rights to purchase or obtain any of Subsidiaries shall: (i) operate its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon business in all material respects in the conversion or exercise of options, warrants, ordinary course and other rights currently outstanding)in compliance with Applicable Laws; (3ii) Declarenot adopt any amendment (other than the Certificate of Designation) to its Certificate of Incorporation or by-laws or comparable organizational documents, set asideexcept as contemplated in the proposed Certificate of Amendment attached hereto as Exhibit E; (iii) not split, combine or reclassify any shares of the Company's Capital Stock; (iv) not declare or pay any dividend or distribution (whether in cash, stock or property) in respect of its Capital Stock or increase the number of shares subject to any stock incentive or option plan with respect to its stock the Capital Stock of the Company, Infocrossing or any Subsidiary; (whether in cash or in kind)v) not take any action, or redeemknowingly omit to take any action, repurchasethat would, or otherwise acquire that would reasonably be expected to, result in (A) any of the representations and warranties of the Company set forth in Article III becoming untrue or (B) any of the conditions to the obligations of Purchasers set forth in Section 7.2 not being satisfied or (C) the triggering of any of the anti-dilution adjustments contained in the Certificate of Designation (had such Certificate of Designation been in effect); (vi) not issue or sell any shares of its Capital Stock (other than in connection with the exercise of options or warrants outstanding on the date hereof) or any of its other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of, any shares of its Capital Stock or any of its other securities, or make any other changes in its capital stockstructure; (4vii) Issue any notenot acquire (by merger, bondconsolidation, or acquisition of stock or assets) any corporation, partnership or other debt security business or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increaseddivision thereof; (5viii) Make any capital investment innot, make any loan toexcept to the extent required under existing employee and director benefit plans, agreements or acquire arrangements as in effect on the securities date of this Agreement, increase the compensation or assets fringe benefits of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officersofficers or employees, and except for increases in salary or wages of employees outside of the Ordinary Course Company, Infocrossing or the other Subsidiaries who are not officers of Businessthe Company in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of the Company or any of its Subsidiaries, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (7ix) Commit not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, Infocrossing or any of the other Subsidiaries; (x) incur any material liability for Taxes other than in the ordinary course of business; or enter into any settlement or closing agreement with a taxing authority that materially affects or may materially affect the tax liability of the Company, Infocrossing or any of the other Subsidiaries; or (xi) not enter into any agreement or commitment to do any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Except as set forth in Section 2.9 of the Disclosure Schedule, between the date hereof and the earlier to occur of the Closing or termination of this Agreement (pursuant to Article IX hereof), the Company will not and its Subsidiaries shall operate their respective businesses in the ordinary course, consistent with past practice. Except as contemplated by this Agreement, the Company shall not, and Seller (and the Company in the case of any Subsidiary of the Company) will not cause or permit the Company or any Subsidiary of its Subsidiaries to) the Company to engage in any practice, take any action, action or enter into any transaction outside the Ordinary Course ordinary course of Businessbusiness. Further, the Company and its Subsidiaries shall, and Seller (and the Company in the case of any Subsidiary of the Company) shall cause the Company and its Subsidiaries to, act in a commercially reasonable manner to mitigate any losses to, or exposure to losses of, the Company and its Subsidiaries with respect to the matters described in Section 2.8(b)(1) of the Disclosure Schedule. Without limiting the generality of the foregoing, without the prior written consent of ShellBuyer which will not be unreasonably withheld or delayed, neither the Company nor shall not, and Seller (and the Company in the case of any Subsidiary of the Company) will not cause or permit the Company or any Subsidiary of the Company to: (i) other than the patents set forth in Schedule 5.5.1 and as set forth in Section 4.6 of this Agreement, sell, lease, transfer or assign any material assets, tangible or intangible, outside the ordinary course of business; (ii) other than as described in Section 5.7 with respect to the potential re-pricing of the "Cowboy Program" with Nokia, enter into any material agreement, contract, lease, or license outside the ordinary course of business; (iii) accelerate, terminate, make material modifications to, or cancel any material agreement, contract, lease, or license to which either the Company or a Subsidiary of the Company is a party or by which it is bound; (iv) impose any Security Interest upon any of its material assets, tangible or intangible; (v) make any material capital expenditures outside the ordinary course of business; (vi) make any capital investment in, or any loan to, any other Person outside the ordinary course of business; (vii) incur or assume any long-term or short-term debt or issue any debt securities, except for borrowings under existing lines of credit in the ordinary course of business, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person (other than in respect of the Company, Subsidiaries of the Company), or (iii) make any loans, advances or capital contributions to, or investments in any other Person (other than in respect of the Company, to Subsidiaries of the Company); (viii) change or authorize any change in the charter, bylaws or similar organizational documents of the Company or any Subsidiary of the Company, except that Seller may take any and all action necessary to change the name of the Company and any of its Subsidiaries will: (1) Authorize to remove the word "ADC" from the name of the Company or effect any change in its charter or bylawssuch Subsidiary; (2ix) Grant issue, sell,or otherwise dispose of any of its capital stock, or grant any options, warrants, or other rights to purchase or obtain any of its stock (including upon conversion, exchange or issue, sell, or otherwise dispose of exercise) any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding)stock; (3x) Declareexcept as contemplated by Section 4.6 hereof, declare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in kind), ) or redeem, repurchasepurchase, or otherwise acquire any of its capital stock; (4xi) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of enter into any other Person transaction with, any of its directors, officers and employees outside the Ordinary Course ordinary course of Businessbusiness; (6xii) Grant, extend or expand enter into any employment contract or collective bargaining agreement, written or oral, or modify the terms for of any existing such contract or agreement outside the ordinary course of business; (xiii) grant any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (7xiv) Commit adopt, amend, modify, or terminate any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) outside the ordinary course of business; (xv) make any other material change in employment terms for any of its directors, officers and employees outside the ordinary course of business other than any change required by law or collective bargaining agreements; (xvi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, joint venture or other business organization or division thereof; (xvii) change any accounting policies or procedures (including procedures with respect to reserves, revenue recognition, payments of accounts payable and collection of accounts receivable), except as required by GAAP; (xviii) make any Tax election or settle or compromise any federal, state, local or foreign income tax liability or agree to an extension of any applicable statute of limitations; (xix) other than the patents set forth in Schedule 5.5.1, sell, transfer, lease, license, sublicense, mortgage, pledge, dispose of, encumber, grant or otherwise dispose of any Intellectual Property Rights, or amend or modify in any material way any existing agreements with respect to any Intellectual Property Rights, including Third Party Intellectual Rights, in each case outside the ordinary course of business; (xx) engage in any transaction,or enter into any agreement, arrangement or understanding with, directly or indirectly, any related party outside the ordinary course of business, other than those contemplated pursuant to the terms of this Agreement; (xxi) settle any material litigation or waive, assign or release any material rights or claims outside the ordinary course of business; (xxii) except as contemplated by Section 4.6 hereof, pay, discharge or satisfy any liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except in the ordinary course of business; (xxiii) sell any product relating to the filter business to ADC Netherlands BV for resale to third parties, or other than as provided by Section 6.6 hereof, pay, discharge or satisfy any liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) to any affiliate; (xxiv) fail to renew or maintain in full force and effect all insurance policies, as the case may be, currently in effect or fail to pay any insurance premiums when due thereon; and (xxv) commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Company From the date hereof to the Closing Date, Target and Sellers shall not, and Sellers will not (and will not cause or permit any of its Subsidiaries Target to) , engage in any practice, take any action, or enter into any transaction outside the Ordinary Course ordinary course of the Business. Without limiting the generality of the foregoing, without except with the prior written consent of ShellBuyer or with respect solely to the Excluded Assets, neither Company nor any of its Subsidiaries willTarget shall not and Sellers will not cause Target to: (1i) Authorize change or effect any change in its charter amend the Articles of Incorporation or bylawsBylaws of Target; (2ii) Grant enter into, extend, materially modify, terminate or renew any options, warrants, or other rights to purchase or obtain any of its stock or issue, Material Contract; (iii) sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of or encumber any material Assets, or any interests therein, except in the ordinary course of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding)business; (3iv) Declareexcept as otherwise required by law or in the ordinary course of business, take any action relating to Business Employees (as hereinafter defined) with respect to the grant of any bonus, severance or termination pay (otherwise than pursuant to policies or agreements of Target in effect on the date hereof or in section 5(c) of the Disclosure Schedule), or with respect to any increase of benefits payable under its severance or termination pay policies or agreements in effect on the date hereof or increase in any material respect the compensation or fringe benefits of any employee or pay any benefit not required by any existing Employee Plan, agreement or policy; (v) make any change in the key management structure of Seller, including, without limitation, the hiring of additional officers or the termination of existing officers other than in the ordinary course of business; (vi) adopt, enter into or amend any Employee Plan, agreement (including, without limitation, any collective bargaining or employment agreement), trust, fund or other arrangement for the benefit or welfare of its employees; (vii) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material assets or business of any corporation, partnership, association or other business organization or division thereof; (viii) make any capital expenditures or commitments in excess of $10,000 in the aggregate, except any such expenditures disclosed to Buyer prior to the date hereof; (ix) make any material loans or advances to any Person; (x) make any material tax election or settlement or compromise with tax authorities which would affect the Assets or the Business after the Closing hereunder, except as set forth in section 4(l) of the Disclosure Schedule; (xi) intentionally do any other act which would cause any representation or warranty in this Agreement to be or become untrue in any material respect; (xii) fail to maintain the tangible Assets in their current state of repair, excepting normal wear and tear or casualty, or fail to replace consistent with Target's past practice inoperable, worn out, obsolete or destroyed Assets; (xiii) make any changes in accounting policies or practices; provided that Sellers shall cause Target to report to Buyer promptly any such changes Target proposes to make, and Buyer shall not withhold its consent to any such change if the same would not reasonably be deemed to have an adverse effect on Target or Buyer after the Closing; or (xiv) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchasepurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue xv) enter into any press release agreement, or public statement regarding the Company or otherwise become obligated, to do any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementaction prohibited hereunder.

Operation of Business. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, the Company will not shall continue to operate its business in accordance with past practice. Other than pursuant to the recovery plan relating to the Company’s operations in Thailand (including such actions that are consistent with and taken in accordance with and pursuant to the restructuring plan for the Company’s operation in Japan and Thailand as announced by the Company before the date of this Agreement (the “Restructuring Plan”)), prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, NEC Corporation will not cause or permit the Company or any of its Subsidiaries to) to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course ordinary course of Businessbusiness without the written consent of Purchaser, such consent not unreasonably withheld or delayed. Without limiting the generality of the foregoing, without prior to the prior written consent earlier of Shellthe termination of this Agreement in accordance with its terms and the Closing Date, neither NEC Corporation will not cause or permit the Company nor or any of its Subsidiaries will: to (1i) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchasepurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other (ii) issue any capital stock or securities or debt security or create, incur, assumeconvertible into its capital stock, or guarantee make any indebtedness for borrowed money commitment to effect the foregoing, except as permitted by the terms and conditions of this Agreement and the other Transaction Documents, or capitalized lease obligation outside (iii) amend or modify the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any Rules of its directors Board of Directors, other than as permitted by the terms and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any conditions of the Transaction Documents. Notwithstanding the foregoing; or (8) Issue any press release or public statement regarding , the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets amount of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event NEC Debt Obligation as of the Closing Date or the effectiveness of the Technology Transaction or Stockholders’ Agreement shall not exceed JPY 30,000,000,000 without the termination prior written consent of this Agreement.Purchaser, and the Company shall deliver a statement to Purchaser at the Closing setting forth the amount of the NEC Debt Obligation as of the Closing Date

Operation of Business. Except as contemplated by this Agreement, during --------------------- the period from the date of this Agreement to the Effective Time, the Company will not shall (and will not shall cause or permit any each Subsidiary to) conduct its operations in the ordinary course of business and consistent with past practice and in compliance in all material respects with applicable laws and regulations and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its Subsidiaries to) engage current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain its goodwill and ongoing business in any practice, take any action, or enter into any transaction outside the Ordinary Course of Businessall material respects. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shellthe Parent: other than as contemplated in this Agreement or the Exhibits hereto, neither Company nor any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, deliver or otherwise dispose of any of its capital stock agree or commit to issue, sell or deliver (except upon whether through the conversion issuance or exercise granting of options, warrants, and commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of any class or any other rights currently outstanding); (3) Declaresecurities or any rights, warrants or options to acquire any such stock or other securities, or amend any of the terms of any Convertible Securities or derivative securities other than the issuance of Company Shares upon the exercise of outstanding Convertible Securities or derivative securities; split, combine or reclassify any shares of its capital stock or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; ; except in the ordinary course of business and consistent with past practice: create, incur or assume any debt not currently outstanding (4including obligations in respect of capital leases) Issue other than loans incurred to satisfy the working capital needs of the Company; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any noteother person; or make any loans, bondadvances or capital contributions to, or investments in, any other debt security person; enter into, adopt or create, incur, assumeamend any ERISA Benefit Plan or Benefit Plan or any employment or severance agreement or arrangement (except renewals (without any increase in the benefits) of existing employment agreements of the employees named in Section 2.32(e)) or (except for normal increases in the ordinary course of business and consistent with past practice) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers or employees, generally or individually, pay any indebtedness bonuses not accrued for borrowed money in any of the Financial Statements other than (i) as referred to in Section 2.9(j) and (ii) bonuses in the ordinary course of business, consistent with past practices (in an aggregate amount not to exceed $25,000), or capitalized lease pay any benefit not required by the terms in effect on the date hereof of any existing ERISA Benefit Plan or Benefit Plan; acquire, sell, lease, encumber or dispose of any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof or any assets, other than purchases and sales of assets in the ordinary course of business and consistent with past practice; amend its Charter or Bylaws; change in any material respect its accounting methods, principles or practices, except insofar as may be required by a change in GAAP; discharge or satisfy any security interest, lien or other encumbrance or pay any obligation outside or liability other than as may be required by contract or law or in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; provided, however, that Company may issue Convertible Debt to mortgage or pledge any of its directors property or assets or subject any such assets to any security interest, lien or other encumbrance, except for Permitted Liens and officers so long as such Convertible Debt is converted to Company Shares prior to Closing fund the Company's working capital needs; sell, assign, transfer or license any Intellectual Property Assets, other than in accordance the ordinary course of business and consistent with Section 2.A(9) hereofpast practice; enter into, and that the Conversion Ratio will be automatically adjusted amend, terminate, take or omit to take into account any additional Company Shares resulting therefrom so action that the total number would constitute a material violation of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make or material default under, or waive any material rights under, any material contract or agreement; make or commit to make any capital investment in, make expenditure in excess of $10,000 per item or $50,000 in the aggregate; obtain directors' and officers' liability insurance (except renewals (without any loan to, increase in the benefits) of the existing directors' and officers' liability insurance listed on Schedule 2.23 of the Company Disclosure Schedule); ------------- agree in writing or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit otherwise to take any of the foregoing; or (8) Issue any press release or public statement regarding foregoing actions. In addition, the Company shall not without prior oral consultation with the Parent hire any employees or retain any Productsconsultants other than nonmanagement or nonsupervisory personnel in the ordinary course of business. Conduct of Parent Business. The foregoing notwithstandingParent covenants and agrees that, Company may take from the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided-------------------------- date hereof through the Closing Date, however, that such Company Shares shall be subject to the restrictions except as otherwise set forth in Sections 3.E(2) this Agreement, it shall not, and (3) above; (b) perform its obligations and effectuate shall cause the transactions provided for Acquisition Subsidiary not to recommend to the stockholders that any dividend on, or distribution in the May 31respect of, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center any of West Los AngelesParent's capital stock be declared, LLCset aside, (c) sell all assets of the acute dialysis care division, paid or made except dividends payable solely in common stock or in connection with the exception of its accounts receivable, for an amount sufficient to satisfy all of its Parent's outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement4.75% Preferred Income Equity Securities.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Parent: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any options, warrantswarrants or rights to acquire any such stock or other securities, or other rights to purchase or obtain amend any of its the terms of (including the vesting of) any options, warrants or restricted stock agreements, or repurchase or redeem any stock or issueother securities of the Company; AGREEMENT AND PLAN OF MERGER (b) split, sell, combine or otherwise dispose of reclassify any shares of its capital stock (except upon the conversion stock; or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases), bondother than changes in the principal balance of the Company line of credit; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other debt security Person; (d) enter into, adopt or create, incur, assumeamend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(k) or increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its directors, officers or employees (except for borrowed money existing payment obligations listed in Section 2.21 of the Disclosure Schedule) or capitalized lease obligation outside hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5e) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property other Person outside than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its Articles of Incorporation, By-laws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.14 of the foregoing; orDisclosure Schedule; (8) Issue k) make or commit to make any press release capital expenditure in excess of $10,000 per item or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for $50,000 in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center aggregate; (l) institute or settle any Legal Proceeding; AGREEMENT AND PLAN OF MERGER (m) take any action of West Los Angeles, LLC, (c) sell all assets a nature required to be listed in Section 2.7 of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.Disclosure Schedule;

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize except as set forth in Section 4.4(a) of the Disclosure Schedule, issue or effect sell, or redeem or repurchase, any change stock or other securities of the Company or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the exercise of Options or Warrants outstanding on the date hereof and except for the issuance of Retention Options (as defined below and as set forth in its charter Section 4.4(a) of the Disclosure Schedule)), or bylawsamend any of the terms of (including without limitation the vesting of) any such Options or Warrants; (2b) Grant split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declarestock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue any note, bond, or other debt security or create, incurincur or assume any indebtedness (including obligations in respect of capital leases) except for the borrowing of up to $225,000 from Silicon Valley Bank under existing credit facilities if the Effective Time shall not have occurred on or before February 29, 2000; assume, guarantee, endorse or guarantee otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any indebtedness for borrowed money other person or capitalized lease obligation outside the Ordinary Course of Businessentity; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, or make any loan loans, advances or capital contributions to, or acquire the securities or assets of investments in, any other Person outside person or entity other than advances to employees and investments in money market instruments made in the Ordinary Course of Business; (6d) Grantexcept for the grant of Retention Options or as otherwise set forth in Section 4.4(d) of the Disclosure Schedule, extend hire any new employees, enter into, adopt or expand amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(e) or increase in any manner the compensation or fringe benefits of, or modify the employment terms for any of of, its directors, officersofficers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees (except for existing payment obligations listed in Section 2.20 of the Disclosure Schedule); (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases, licenses and employees outside sales of assets in the Ordinary Course of Business; (7f) Commit mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement or enter into any material contract or agreement other than in the Ordinary Course of Business; (k) make or commit to make any capital expenditure in excess of $2,000 per item or $10,000 in the aggregate; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue n) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will not The Seller covenants and agrees that, except as permitted, required or specifically contemplated by, or otherwise described in, this Agreement (including the schedules and will not exhibits thereto), required by any change in applicable law or otherwise consented to or approved in writing by the Buyer, during the period commencing on the date hereof and ending on the Closing Date, the Seller shall cause or permit any SkateNation and each of its Subsidiaries (provided that such obligation shall exclude those efforts that a stockholder with 100% voting control of a Delaware corporation may not take under Delaware law with respect to the various actions set forth below to be taken or to be refrained from by the corporation over which it exerts 100% voting control and the various corporate and other entities which are the subsidiaries of the controlled corporation) to: (a) engage in any practiceconduct its business only in, and not take any actionaction except in, or enter into any transaction outside the Ordinary Course of Business. Without limiting . (b) use reasonable commercial efforts (i) to preserve intact its current business organizations and properties, including, without limitation, its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers and employees, (ii) to preserve any license, franchise, ordinance, authorization, permit, certificate, variance, exemption, concession, lease, right of way, easement, instrument, order and approval, domestic or foreign, in full force and effect, to preserve the generality good will of the foregoingGovernmental Authorities granting the same, and not to modify or change in any material respect the same, (iii) to keep available the services of its present officers and key employees, (iv) to maintain all of the tangible Assets in reasonable and customary repair, operating order and condition, (v) to preserve the goodwill of those having business relationships with it, and (vi) to maintain the insurance referred to in Section 4.17 of the Disclosure Schedule (or replacement insurance of substantially the same type and quality); (c) maintain its books, accounts and records (including, without limitation, those relating to its business, the Assets and its customers) in the usual, regular and ordinary manner in accordance with GAAP and business practices applied on a basis consistent with prior written consent periods (provided, however, that with respect to RMSC, RMC and RMS, the Parties agree that SkateNation may take certain actions suggested by its accountants to properly account for various elements of Shelleach such corporation's financial position in accordance with GAAP that may not be consistent with financial reporting for prior periods); to accurately maintain its minute books and to close its stock transfer books until the Closing; (d) not (i) make any change or amendments in its charter, neither Company nor bylaws, operating agreement or other organizational documents (as the case may be); (ii) authorize for issuance, issue, grant, sell, deliver, dispose of, pledge or otherwise encumber any shares of its capital stock or issue any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock or other equity or voting interests, or any rights, options, warrants, calls, commitments or other agreements of any character to purchase or acquire any shares of its capital stock or other equity or voting interests; (iii) issue, grant, sell or deliver any debt securities or warrants or rights to acquire any debt securities of SkateNation or any of its Subsidiaries will: or guarantee any debt securities of others; (1iv) Authorize incur or effect become subject to any change in liability or obligation (provided, however, that the obligation imposed by this clause (iv) is undertaken only to the extent of SkateNation's and its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution Subsidiaries' good faith efforts with respect to any liability or obligation, including but not limited to contingent liabilities, to the extent that SkateNation and its stock (Subsidiaries do not have complete control over whether in cash or in kindnot to incur such obligation or liability), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or except current liabilities and obligations under SkateNation Contracts and other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside agreements in the Ordinary Course of Business; provided(v) discharge or satisfy any Security Interest, howeveror pay, cancel, compromise or otherwise satisfy any claim, obligation, indebtedness or liability (absolute, accrued, contingent or otherwise) other than the payment in the Ordinary Course of Business of current liabilities shown on the Year End Balance Sheet or incurred since the date thereof in the Ordinary Course of Business; (vi) declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution (whether in cash, securities, properties or otherwise) in respect of any shares of its capital stock or other equity or voting interests, or purchase or redeem any of its capital stock or other equity or voting interests; (vii) split, subdivide, combine, reclassify or recapitalize the outstanding shares of its capital stock or other equity or voting interests; (viii) sell, assign, transfer, move or otherwise dispose of any tangible Assets, except for dispositions of immaterial or obsolete tangible Assets in the Ordinary Course of Business; (ix) acquire any Assets other than in the Ordinary Course of Business or pursuant to SkateNation Contracts or other agreements in effect on the date hereof; (x) modify or change any SkateNation Contract (including, without limitation, a modification or change in any respect to the loan agreements set forth in Section 4.03 of the Disclosure Schedule); (xi) enter into any new employment, consulting, agency, commission, severance or termination agreement, or employee benefit plan or program (including any Employee Benefit Plan), make any amendment or modification to or terminate any existing employment, consulting, agency or commission agreement or employee benefit plan or program (including any Employee Benefit Plan) or grant any increases in compensation or benefits, other than increases in compensation in the Ordinary Course of Business granted to persons who are not officers or directors of SkateNation or any of its Subsidiaries; (xii) guarantee any indebtedness for money borrowed or guarantee any other obligation of any Person, except with respect to the endorsement of negotiable instruments in the Ordinary Course of Business, or directly or indirectly make any loans to any officers or directors of SkateNation or any of its Subsidiaries (other than advances made in the Ordinary Course of Business); (xiii) secure any of its outstanding unsecured indebtedness, provide additional security for any of its outstanding secured indebtedness or grant, create or suffer to exist any Security Interest on or with respect to all or any part of the Assets or any proceeds thereof, except for the possible lien of property taxes not yet due or payable; (xiv) cancel any debts or waive any claims or rights under any SkateNation Contracts or other agreements or with respect to the Assets; (xv) accelerate the payment of, or otherwise prepay, any existing outstanding indebtedness for borrowed money; (xvi) change its business policies or practices; (xvii) make any change in its accounting policies or procedures, except for changes mandated by applicable accounting standards or by law; (xviii) offer any promotional incentives or discounts other than those that Company may issue Convertible Debt are consistent with past practices, or (xix) enter into or assume any contract, agreement, obligation, commitment or arrangement with respect to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedforegoing; (5e) Make any capital investment in, make not extend any loan to, or acquire repay any loan from or other payable to, or otherwise enter into any agreement with, the securities Seller or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company SharesAffiliates; provided, however, that Seller may advance any amounts or provide any tax services to or for the benefit of SkateNation and its Subsidiaries that are necessary or appropriate in its reasonable business judgment to preserve the business, operations, Assets and/or prospects of SkateNation and its Subsidiaries with the prior written consent of Buyer or Family Golf, which consent shall not unreasonably be withheld, and Buyer shall reimburse Seller at Closing for any such Company Shares amounts advanced or the fair market value of any such tax services provided (at an average hourly rate of $76.00); (f) maintain the inventory at each ice skating rink owned or operated by SkateNation or any of its Subsidiaries at customary and prudent levels; (g) in general, use its best efforts not to take any action or omit to take any action which would or might result in any of the representations or warranties of the Seller made in this Agreement being untrue or incomplete in any material respect, if such representations and warranties were deemed to have been made at and as of the time of such act or omission, in any material breach or violation of any covenant or agreement of the Seller contained herein, or in any breach or violation of, default under, or termination, suspension, modification or impairment of, any SkateNation Contract, title document, law (including the common law and any statute, ordinance, code or other law, rule or regulation enacted, adopted, promulgated, applied or followed by any Governmental Authority or court) or Judgment and any order of or by any Governmental Authority, to which SkateNation or any of its Subsidiaries is a party or by which SkateNation or any of the Assets or the businesses of SkateNation and its Subsidiaries and is bound or affected. No compensation shall be subject paid or agreed to be paid (whether through a bonus, increased management fee, incentive compensation arrangement or otherwise) to any Person in connection with the renewal of, or efforts to effect the renewal of, any of the SkateNation Contracts; and The Parties expressly agree that SkateNation's or any of its Subsidiaries' entering into management contracts with respect to ice skating facilities at Orland Park, Illinois, Fox Valley, Illinois and St. Xxxx Ice Arena and Fitness Center; (each such contract substantially in the form of contract or description thereof delivered to counsel for Buyer on November 20, 1998) and one or more facilities management contracts and/or facilities management leases relating to the restrictions set forth in Sections 3.E(2) ice skating rinks and (3) above; (b) perform its obligations which are terminable without penalty by SkateNation or such Subsidiary on no more than 30 days' notice and effectuate the transactions provided for otherwise on terms that are commercially reasonable shall be deemed to be in the May 31, 2006 Purchase Ordinary Course of Business and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center shall not require the approval of West Los Angeles, LLC, Buyer or Family Golf (c) sell all assets but Seller shall notify Buyer in writing of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementsuch action as soon as is reasonably practicable).

Operation of Business. Company will not (and will not cause Except as contemplated by this Agreement or permit any as required by applicable law, during the period from the date of its Subsidiaries to) engage in any practicethis Agreement until the Closing Date, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting Seller shall conduct the generality operations of the foregoing, without Business in the prior written consent of Shell, neither Company nor any of its Subsidiaries willordinary course. From the date hereof until the Closing Date: (1a) Authorize the Seller will not without consent of the Buyer, directly or effect indirectly, (i) sell, pledge, dispose of or encumber any change of the Acquired Assets, except for sales of inventory or finished Products in its charter the ordinary course of business, (ii) enter into or bylawspropose to enter into, or modify or propose to modify, any Acquired Contract; (2b) Grant any optionsthe Seller will (i) use commercially reasonable efforts to preserve intact the Business and Acquired Assets and goodwill thereof and maintain satisfactory relationships with suppliers, warrantsdistributors, or other rights customers and others having business relationships with the Business and (ii) confer on a regular and frequent basis with representatives of the Buyer to purchase or obtain any report operational matters and the general status of its stock or issue, sell, or otherwise dispose ongoing operations of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets Seller will not, without the consent of the acute dialysis care divisionBuyer, with the exception increase any salaries of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and any Business Employee; and (d) make distributions the Seller will promptly inform the Buyer in writing of any material variances from the representations and warranties contained in Article II hereof. Notwithstanding anything to the former stockholders of Company pursuant to the AADP Agreement. The provisions of contrary in this Section 3.E 4.3, the Seller shall be permitted to (i) transfer or dispose of any asset, property or right that is not an Acquired Asset and (ii) terminate in the event employment of, or transfer to a new position, any employee of the Closing of the Technology Transaction or the termination of this AgreementSeller that is not a Business Employee.

Operation of Business. Company will not Except as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article IX hereof (the “Pre-Closing Period”), the Seller shall cause each Company, each Subsidiary and will not cause or permit any each of its Subsidiaries to) engage their Affiliates to conduct the Business only in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact the organization of each Company and each Subsidiary, keep the physical assets of the Business and each Company and each Subsidiary in good working condition, keep available the services of its current officers and employees and preserve the relationships with customers and suppliers of and others having business dealings with the Business and each Company and each Subsidiary. Without limiting the generality of the foregoing, during the Pre-Closing Period none of the Companies shall, and the Seller and each Company shall cause each Subsidiary not to, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyers: (1a) Authorize issue or effect sell any change in its charter equity or bylawsdebt securities or any options, warrants or rights to acquire any such equity or debt securities of either Company or any Subsidiary or amend any of the terms of (including the vesting of) any option to purchase Company Shares or restricted stock agreements, or repurchase or redeem any equity or debt securities of either Company; (2b) Grant split, combine or reclassify any options, warrants, shares of the share capital of either Company or other rights to purchase any Subsidiary; or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stockshare capital; (4c) Issue create, incur or assume any noteindebtedness in excess of $3,000,000 (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other debt security Person; (d) enter into, adopt, terminate or create, incur, assumeamend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal salary increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers, consultants or employees, generally or individually, or pay any indebtedness for borrowed money bonus or capitalized lease obligation outside other benefit to its directors, officers, consultants or employees (other than as set forth in Section 5.3(d) of the Disclosure Schedule) or hire any new officers or (except in the Ordinary Course of Business) any new employees or consultants; providedamend or accelerate the payment, howeverright to payment, that Company may issue Convertible Debt or vesting of any compensation or benefits; or take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account compensation or benefits under any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedEmployee Benefit Plan; (5e) Make any capital investment in, make any loan to, or acquire (other than the securities or acquisition of the assets of the Business by the Companies or the Subsidiaries from Directi Parent or any subsidiary or Affiliate thereof), sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any other Person outside corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets to customers in the Ordinary Course of Business; (6f) Grantmortgage or pledge any properties or assets of the Companies, extend or expand any employment terms for any of its directorstheir Subsidiaries or the Business or subject any such properties or assets to any Security Interest; (g) discharge or satisfy any Security Interest related to the properties or assets of the Companies, officers, and employees outside any of their Subsidiaries or the Business or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its memorandum of association or articles of association or other organizational documents; (i) sell, assign, transfer, license or sublicense any Company Intellectual Property, other than pursuant to licenses with customers entered into in the Ordinary Course of Business; (j) change the nature or scope of the Business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to the Business or take any action to alter its organizational or management structure; (k) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in Applicable Accounting Principles or as required by its outside independent auditors as part of preparing audited financial statements. (l) make or change any material Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any material Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, whether relating to the Companies, any Subsidiary or the Business; (m) enter into, amend, terminate, take or omit to take any action that would constitute a material violation of or default under, or waive any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 3.12, Section 3.13, Section 3.15 or Section 3.25 of the Disclosure Schedule; (n) make or commit to make any capital expenditure relating to the Business in excess of $20,000 per item or $200,000 in the aggregate other than in the Ordinary Course of Business; (o) institute or settle any material Legal Proceeding relating to the Business that involves or would result in criminal liability, equitable relief that affects the Business in any way or any involves the payment by the Seller of more than $50,000; (p) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Seller or the Companies set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article VI not being satisfied; (q) abandon, cancel, let lapse, fail to maintain, renew or protect or to take any action necessary to preserve the validity of any Company Intellectual Property except for any abandonment, cancellation, lapse, failure to maintain, renew or protect any non-material Company Intellectual Property; (r) fail to take any action necessary to preserve the validity of any material Permit; (s) accelerate collection of or otherwise collect or treat accounts receivable, delay payment of or treatment of accounts payable or other liabilities or modify existing credit, collection or payment policies, procedures or practices, in each case from current practice; (t) the Business will continue to operate in a manner that is consistent with its historical performance with respect to categories including customer term mix, marketing spend and similar performance measures agreed upon by the Buyers and the Seller other than changes agreed to by the Buyers and the Seller; or (8) Issue u) agree in writing or otherwise to take any press release or public statement regarding of the foregoing actions. In addition, during the Pre-Closing Period, each Company or any Products. The foregoing notwithstanding, shall and each Company may take the following actions prior shall cause each Subsidiary to Closing: (aA) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for accept customer orders in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center Ordinary Course of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilitiesBusiness, and (dB) continue to make distributions to the former stockholders of Company regularly scheduled payments pursuant to the AADP Agreement. The provisions terms of this Section 3.E shall terminate any Contract with respect to any indebtedness, if any, in the event existence as of the Closing of the Technology Transaction or the termination date of this Agreement. Further, during the Pre-Closing Period, the Company and the Guarantors will not and will cause the Other Asset Seller not to, without the prior written consent of the Buyers, sell any of the Other Assets.

Operation of Business. (a) Between the date of this Agreement and the Closing (or until such earlier time as this Agreement is validly terminated in accordance with ‎Article XI), except as (w) expressly permitted or required by this Agreement, (x) set forth on ‎Section 6.1 of the Disclosure Schedule, (y) required by applicable Law, or (z) consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not shall, and Seller shall cause the Company to, (and will not cause or permit any 1) operate its business in the ordinary course of its Subsidiaries to) engage in any business consistent with past practice, take any actionin all material respects; and (2) use reasonable best efforts to preserve in all material respects its present commercial relationships with key employees, or enter into any transaction outside the Ordinary Course of Businesscustomers, suppliers, distributors, and other key Persons with whom it does business. Without limiting the generality of the foregoing, without between the prior written date of this Agreement and the Closing (or until such earlier time as this Agreement is validly terminated in accordance with ‎Article XI), except as (A) expressly permitted or required by this Agreement, (B) set forth on ‎Section 6.1 of the Disclosure Schedule, (C) required by applicable Law, or (D) consented to in writing by Purchaser (which consent of Shellshall not be unreasonably withheld, neither conditioned or delayed), the Company nor shall not, and Seller shall cause the Company not to, take any of its Subsidiaries willthe following actions: (1i) Authorize or effect any change in its charter or bylawsamend the Company’s Organizational Documents; (2ii) Grant (A) authorize, issue, or sell any Equity Interests, or any options, warrants, convertible securities or other rights of any kind to purchase acquire any such Equity Interests, (B) purchase, reclassify, combine, split, subdivide or obtain cancel, redeem or repurchase or otherwise acquire, directly or indirectly, any of its stock Equity Interests, or issue(C) declare, pay or make any dividend or distribution in respect of any of its Equity Interests; (iii) (A) sell, transfer, assign or otherwise dispose of any assets (tangible or intangible), business, or properties, other than the sale, transfer, assignment or disposition of inventory in the ordinary course of business consistent with past practice, (B) acquire (by merger, amalgamation, consolidation, acquisition of shares or assets or otherwise) any Person, other business organization or division thereof or any assets, business or properties, in each case having a value in excess of $50,000 individually or $100,000 in the aggregate (other than any such acquisition of inventory, raw materials or similar assets in the ordinary course of business consistent with past practice), (C) permit any Subsidiary to exist, or (D) enter into or agree to enter into any merger, consolidation, or joint venture with any other Person; (iv) mortgage, pledge, or grant or permit to exist any Lien on any assets or properties, other than Permitted Liens; (v) sell, transfer, assign, license, or otherwise dispose of any Owned Intellectual Property (other than non-exclusive licenses granted in the ordinary course of its capital stock business that are incidental to the subject matter of the Contracts under which they are granted (except upon other than “naked” licenses to Trademarks)), Registered Domains and SM Handles or Company IT Assets, in each case, other than any of the conversion or exercise of options, warrants, and other rights currently outstanding)foregoing that are immaterial to the business; (3vi) Declaredisclose any Trade Secret or other confidential Owned Intellectual Property to any Person, set aside, other than employees or pay any dividend independent contractors of the Company that are subject to a confidentiality or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stocknon-disclosure covenant protecting against further disclosure thereof; (4vii) Issue any noteforgive, bondcancel, compromise, waive or other debt security or create, incur, assume, or guarantee release any indebtedness for borrowed money owed to it; (viii) (A) increase the compensation or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt other benefits payable to any current or former directors, managers, officers or employees whose annual base salary exceeds $150,000, except in the ordinary course of its directors business for annual cost of living increases or promotions consistent with past practice, (B) hire, promote or terminate (other than for cause) any director, manager, officer or employee who earns $150,000 or more in annual base salary, except to fill vacancies in the ordinary course of business consistent with past practice, or (C) pay or agree to pay, conditionally or otherwise, any transaction, change in control, retention, severance or similar payments and officers so long benefits, other as required by the terms of a Benefit Plan; (ix) enter into any agreement or arrangement that would limit or restrict the commercialization of the Company’s products following the Closing; (x) make capital expenditures in excess of $100,000; (xi) make, change or revoke any Tax election in a manner that is inconsistent with the past practices of the Company, change an annual accounting period, adopt or change any Tax accounting method, file any amended Tax Return, fail to file any Tax Return or pay any Taxes when due, enter into any closing agreement, within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law), enter into any Tax sharing agreement, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, initiate any voluntary Tax disclosure, settle any Tax claim or assessment, or surrender any right to claim a refund of Taxes; (xii) initiate any Proceeding or settle, waive, release, or compromise any Proceeding involving the Company, except where such Convertible Debt is converted resolution (A) does not require a payment by the Company in the aggregate in excess of $50,000, (B) does not contain any admissions of liability or responsibility, and (C) does not impose any equitable or injunctive relief on the Company; (xiii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization of, or file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to Company Shares the filing of any bankruptcy petition against it under any similar Law; (xiv) enter into, terminate, amend, modify or supplement, accelerate or fail to renew any Material Contract (or any Contract that would be a Material Contract if entered into prior to Closing the date of this Agreement), other than (A) the expiration of any Material Contract in accordance with Section 2.A(9its terms or (B) hereof, and any new Contracts for raw materials entered into in the ordinary course of business consistent with past practice that are terminable by the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedwithout penalty on no more than 60 days’ notice; (5xv) Make enter into, amend or modify or terminate any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of BusinessContract with an Associated Person; (6xvi) Grant, extend or expand enter into any employment terms for any new line of its directors, officers, and employees outside the Ordinary Course of Businessbusiness; (7xvii) Commit adopt, terminate or amend any Benefit Plan, except as required under ERISA, applicable Law or as necessary to any maintain the qualified status of such plan under the foregoing; orCode or for amendments to PEO Plans mandated by the plan sponsor; (8) Issue xviii) make any press release change in any method of financial accounting or public statement regarding the Company financial accounting practice or any Products. The foregoing notwithstandingpolicy (including procedures with respect to revenue recognition, Company may take the following actions prior to Closing: (a) increase its authorized shares payments of common stock to 125,000,000 Company Shares; providedaccounts payable, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center collection of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable), for an amount sufficient to satisfy all of other than those required by GAAP, or change its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.fiscal year;

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement until the Buyer’s representatives are elected as the directors and supervisors of the Company will not and take control of the Board of Directors (the “Interim Period”), the Stockholder shall use his Reasonable Best Efforts to cause the Company (and will not to cause or permit any each Subsidiary) and to cause each of its Subsidiaries tothe Directors of the Company (and each of the Directors of each Subsidiary) engage to conduct the operations of the Company in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the Interim Period, the Stockholder shall use his Reasonable Best Efforts to cause the Company not to (and to cause each Subsidiary not to) and to a cause each of the Directors of the Company not to, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize except for the sale of shares of Apex Korea, issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any Subsidiary or any options, warrants, warrants or rights to acquire any such stock or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock securities (except upon pursuant to the conversion or exercise of options or warrants outstanding on the date hereof), or amend any of the terms of (including the vesting of) any options, warrantswarrants or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former and other rights currently outstandingcurrent employees in accordance with agreements providing for the redemption of shares at NT$10 per unit of option); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans or advances to any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 3.20(g) or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or other debt security materially modify the employment terms of, its directors, officers or createemployees, incur, assumegenerally or individually, or guarantee pay any indebtedness bonus or other benefit to its directors, officers or employees (except for borrowed money existing payment obligations listed in Section 3.20 of the Disclosure Schedule) or capitalized lease obligation outside hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5e) Make any capital investment inexcept for the acquisition of the shares of the Apex Korea, make any loan toacquire, sell, lease, license or acquire the securities or assets dispose of any assets or property (including any shares or other Person outside equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its Articles of Incorporation, By-laws or other organizational documents; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes (except for taxes in connection with sub-contracts of services to Subsidiaries) (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 3.11, Section 3.12 or Section 3.13 of the Disclosure Schedule; (k) appoint or change the auditors and auditing certified public accountants; (l) appoint or remove or settle the terms of appointment of any member of management reporting directly to the Board of Directors; (m) except for the acquisition of the shares of the Apex Korea, make or commit to make any capital expenditure or acquire any investment or asset in excess of US$10,000 per item or US$30,000 in the aggregate; (n) institute or settle any Legal Proceeding; (o) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue; (p) commence any case, proceeding or other action (A) under any bankruptcy, insolvency or similar law seeking to have an order of relief entered with respect to it or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or all or substantial part of its property, make a general assignment for the benefit of its creditors; or admit in writing its inability to pay its debts when they become due; or (8) Issue q) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. (a) Except (i) as contemplated by this Agreement or the Station Acquisition Agreements, (ii) as required by applicable law or by any agreement in effect on the date hereof, or (iii) with Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement until the Closing Date, Seller shall cause the Company will not to use commercially reasonable efforts to (A) preserve the ordinary and will not cause customary relationships with its customers, dealers, suppliers, and others having business dealings with it, in each case that are material to the Business and goodwill associated therewith, (B) maintain its material assets and properties in accordance with current use in connection with the Business, and (C) conduct the operations of the Business in the ordinary course consistent with past practice; provided, however, that the Company shall be permitted to use any and all cash, cash equivalents and short-term liquid investments to repay loans or permit make other payments or distributions to Seller or any of its Subsidiaries toAffiliates (including such distributions contemplated by Section 2.3 of this Agreement), which repayments or other payments shall not be a breach of any representation, warranty, covenant or other agreement of Seller contained in this Agreement. (b) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoingforegoing Section 5.2(a), without except as set forth on Section 5.2(b) of the prior written Disclosure Schedule, as consented to by Buyer in writing (which consent of Shellshall not be unreasonably conditioned, neither withheld, delayed or denied), or as contemplated by the Station Acquisition Agreements, Seller shall cause the Company nor any of its Subsidiaries willnot to, except as otherwise contemplated by this Agreement or as required by applicable law: (1i) Authorize change or effect any change in amend its charter certificate of incorporation or bylawsbylaws or other organizational documents; (2ii) Grant any optionssell, warrantsassign, or other rights to purchase or obtain any of its stock or issuetransfer, selllicense, or otherwise dispose of, or mortgage, pledge or permit the incurrence of any Security Interest, except for Permitted Security Interests, on any assets, including any Real Property, in each case that is material to the Business, other than (A) in the ordinary course of business consistent with past practices of the Business, or (B) sales or other dispositions of obsolete or excess equipment or other assets not used in the Business; (iii) issue, sell or transfer any Shares or other equity securities, securities convertible into Shares or other equity securities or Options of the Company; (iv) (A) grant or increase any rights to severance or termination pay to any present or former director or officer (in each case, other than grants or increases that are required by an applicable Company Benefit Plan, grants or increases that are substantially consistent with the past practice of the Business or grants or increases for which neither the Business nor the Buyer will be obligated following the Closing), or (B) except in the ordinary course of business and consistent with past practice of the Business, adopt, enter into or materially amend any individual employment, retention, change in control bonus or severance agreement, whether for a present or former employee, or amend any Company Benefit Plan; (v) hire any executives or, except as provided in Section 5.7, terminate the services of any existing executives, except in the ordinary course of business and consistent with past practices of the Business or contemplated by this Agreement, or required by applicable law; (vi) increase the rate of annual cash compensation paid, or pay any cash bonus, to any Employee, except for those increases or bonuses made in the ordinary course of business consistent with past practice. (vii) except in the ordinary course of business, consistent with past practices, or as set forth in the Capital Expenditure Forecast, make any capital expenditures or commitments therefor in an amount in excess of $500,000 in the aggregate; (viii) acquire any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise), other than the acquisition of assets in the ordinary course of business consistent with past practices for the Business, and in all events for an aggregate amount not in excess of $1,000,000; (A) materially change the accounting principles, methods or practices of the Business, except in each case to conform to changes in GAAP or (B) make or rescind any material income tax election to extent such action would adversely affect Buyer or the Company with respect to a Post-Closing Tax Period or Straddle Period; (x) except in the ordinary course of business, (A) materially adversely modify or terminate (excluding any expiration in accordance with its terms) any Designated Contract, or (B) enter into any contract that if entered into prior to the date hereof would be deemed a Designated Contract; (xi) take or omit to take any action that would reasonably be expected to result in a Company Material Adverse Effect; (xii) issue, sell or deliver any capital stock or other equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its capital stock or other equity securities; (except upon xiii) effect any recapitalization, reclassification, stock or unit dividend, stock or unit split or like change; (xiv) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization (excluding the conversion or exercise of options, warrants, and other rights currently outstandingtransactions contemplated herein); (3xv) Declareexcept for the Specified Action, set aside, settle or pay compromise any dividend or distribution pending Actions for an amount in excess of $500,000 except in the ordinary course of business and consistent with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any past practices of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6xvi) Grant, extend terminate or expand cancel any employment terms for any of material insurance policy naming the Company at its directors, officers, and employees outside the Ordinary Course of Businessbeneficiary or a loss payee or additional insured; (7xvii) Commit materially change the scope of the Business or enter into a new line of business; (xviii) make or change any Tax election, change an annual accounting period, adopt or change any Tax accounting method, file any amended tax return, enter into any Tax closing agreement, settle any Tax claim or assessment relating to the Company, or consent to any extension or waive of the foregoing; orlimitation period applicable to any Tax claim or assessment relating to the Company if such election, adoption, change amendment, agreement, settlement or consent would have the effect of materially increasing the Tax liability of the Company for the Post-Closing Tax Period. (8) Issue xix) enter into any press release agreement, or public statement regarding the Company or otherwise become obligated, to do any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of action prohibited under this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement5.2(b).

Operation of Business. (a) Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not shall (and will not shall cause or permit any of its Subsidiaries each Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not (and shall cause each Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Parent: (1i) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylaws; (2) Grant other securities of the Company or any optionsWarrants, warrants, Options or other rights to purchase or obtain acquire any of its such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities or Options or Warrants outstanding on the earlier of October 21, warrants2006 and the date hereof), and other rights currently outstanding)or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options or Warrants; (3ii) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4iii) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (iv) enter into, incur, assume, adopt or guarantee amend any indebtedness Employee Benefit Plan or any employment or severance agreement or arrangement or (except for borrowed money or capitalized lease obligation outside normal increases in the Ordinary Course of Business; providedBusiness for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt its directors, officers or employees, generally or individually, or pay any bonus or other benefit to any of its directors and directors, officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedor employees; (5v) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property (including without limitation any shares or other Person outside equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6vi) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (vii) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7viii) Commit amend its charter, by-laws or other organizational documents; (ix) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (xi) institute or settle any Legal Proceeding; (xii) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Mergers set forth in Article V not being satisfied; or (8) Issue xiii) agree in writing or otherwise to take any press release of the foregoing actions. (b) Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, ITD shall (and shall cause each Subsidiary to) conduct its operations in the Ordinary Course of Business and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, ITD shall not (and shall cause each Subsidiary not to), without the written consent of the Parent: (i) issue or public statement regarding the Company sell, or redeem or repurchase, any stock or other securities of ITD or any Products. The foregoing notwithstandingwarrants, Company may take options or other rights to acquire any such stock or other securities (except pursuant to the following actions prior to Closing: conversion or exercise of convertible securities or options or warrants outstanding on the date hereof), or amend any of the terms of (aincluding without limitation the vesting of) any such convertible securities or options or warrants; (ii) split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) create, incur or assume any indebtedness (including obligations in respect of capital leases); assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (iv) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its authorized directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (v) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of common stock any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (vi) mortgage or pledge any of its property or assets or subject any such property or assets to 125,000,000 Company Shares; providedany Security Interest; (vii) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (viii) amend its charter, howeverby-laws or other organizational documents; (ix) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (xi) institute or settle any Legal Proceeding; (xii) take any action or fail to take any action permitted by this Agreement with the knowledge that such Company Shares shall be subject action or failure to take action would result in (i) any of the restrictions representations and warranties of ITD set forth in Sections 3.E(2this Agreement becoming untrue or (ii) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets any of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions conditions to the former stockholders of Company pursuant Mergers set forth in Article V not being satisfied; or (xiii) agree in writing or otherwise to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event take any of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will not Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and will not shall cause or permit any of its Subsidiaries each Parent Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Company: (1a) Authorize issue or effect sell, or redeem or repurchase, any change stock or other securities of the Parent or any rights, warrants or options to acquire any such stock or other securities, except as contemplated by, and in its charter or bylawsconnection with, the Private Placement Offering and the Merger; (2b) Grant split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declarestock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock, except as contemplated by, and in connection with, the Stock Split; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (d) enter into, incur, assume, adopt or guarantee amend any indebtedness Employee Benefit Plan or any employment or severance agreement or arrangement or (except for borrowed money or capitalized lease obligation outside normal increases in the Ordinary Course of Business; providedBusiness for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, howeveror materially modify the employment terms of, that Company may issue Convertible Debt its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees, except for the adoption of Parent’s 2012 Equity Incentive Plan (the “Parent Option Plan”) covering up to 20,000,000 shares of Parent Common Stock; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any Parent Subsidiary or any corporation, partnership, association or other business organization or division thereof), except as contemplated by, and in connection with, the Split-Off; (f) mortgage or pledge any of its directors and officers so long as property or assets or subject any such Convertible Debt is converted property or assets to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSecurity Interest; (5g) Make discharge or satisfy any capital investment in, make Security Interest or pay any loan to, obligation or acquire the securities or assets of any liability other Person outside than in the Ordinary Course of Business; (6h) Grantamend its charter, extend by-laws or expand other organizational documents except that Parent shall amend its charter and/or its by-laws as shall be mutually agreed to by the Parent and the Company. (i) change in any employment terms for any of material respect its directorsaccounting methods, officersprinciples or practices, and employees outside the Ordinary Course of Businessexcept insofar as may be required by a generally applicable change in GAAP; (7j) Commit enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Parent and/or the Acquisition Subsidiary set forth in this Agreement becoming untrue in any material respect or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as (i) expressly contemplated or permitted by this Agreement, (ii) may be required by applicable Law or (iii) consented to in writing by Buyer (not to be unreasonably withheld, delayed or conditioned), from the date hereof until the Closing Date, the Company will not (shall, and will not shall cause or permit any each of its Subsidiaries toSubsidiaries, to (A) engage conduct their respective businesses only in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business, (B) comply in all material respects with all applicable Laws, (C) use commercially reasonable efforts to (1) preserve the goodwill of the business of the Company and its Subsidiaries and keep intact the business of the Company and its Subsidiaries, in each case, as presently conducted, (2) keep available the services of its current executive officers and managers and (3) maintain its relations with its material customers, suppliers, vendors and others having material business relationships with the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth in Section 5(b) of the Disclosure Schedule and except as expressly contemplated or permitted by this Agreement, neither the Company nor any of its Subsidiaries shall take any of the following actions without the prior written consent of ShellBuyer, neither which consent shall not be unreasonably withheld, delayed or conditioned: (i) (A) declare, set aside or pay any dividend, or make any other distribution, in respect of the outstanding capital stock or other equity interests of the Company nor or any of its Subsidiaries; (B) split, combine or reclassify any of the outstanding capital stock or other equity interests of the Company or any of its Subsidiaries will: or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, or otherwise amend the terms of any, shares of the outstanding capital stock or other equity interests of the Company or any of its Subsidiaries or (1C) Authorize otherwise adopt a plan or effect agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any change in of its charter or bylawsSubsidiaries; (2ii) Grant any options(A) authorize, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of grant, deliver, subject to any of its capital stock Lien (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kindthan Permitted Encumbrances), or transfer, redeem, repurchase, purchase or otherwise acquire any shares of the capital stock or other equity interests of the Company or any of its capital stockSubsidiaries, any other of their respective voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares or other equity interests, voting securities or convertible securities except pursuant to agreements set forth on Section 5(b)(ii) of the Disclosure Schedule; or (B) form or cause to be formed any new Subsidiary; (4iii) Issue amend the Governing Documents of the Company or any noteof its Subsidiaries; (iv) (A) acquire (by merger, bondconsolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other debt security business organization or createassets comprising a business or any substantial amount of property or assets in or of any other Person or (B) dispose, incurdivest, assumeabandon, transfer or guarantee lease any indebtedness material rights, property or assets, except for borrowed money dispositions of obsolete or capitalized lease obligation outside excess assets or equipment effected in the Ordinary Course of Business; provided; (v) mortgage, however, that pledge or subject to any Lien (other than Permitted Encumbrances) any material portion of the assets of the Company may issue Convertible Debt to or any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSubsidiaries; (5vi) Make any capital investment in, make any loan tochange in the tax accounting or financial accounting principles used by the Company or any of its Subsidiaries, except insofar as may be required by a change in applicable Law or to conform with GAAP; (vii) make, change or revoke any Tax election, adopt or change any accounting period or method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, request any ruling from a Taxing Authority, settle or compromise any proceeding with respect to any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period, or acquire the securities or assets incur any material amount of any other Person Tax outside the Ordinary Course of Business; (6viii) Grantexcept as required by applicable Law or any Employee Benefit Plan set forth on Section 4(r)(i) of the Disclosure Schedule, extend (A) increase the compensation or expand benefits paid or payable to any employment terms for current or former officer, director, employee or individual independent contractor of the Company or any of its directorsSubsidiaries (other than in the Ordinary Course of Business with respect to employees with a title below vice president or whose annual compensation is less than $200,000), officers(B) grant any equity in the Company or any of its Subsidiaries or any award based on such equity, and (C) establish, adopt, enter into, terminate or amend any Employee Benefit Plan (or any agreement, program, policy or plan that would be an Employee Benefit Plan if it were in existence on the date of this Agreement), (D) hire or terminate (other than for cause) any employees outside with a title of vice president or above or whose annual compensation is, or is reasonably expected to be $200,000 or more, (E) other than as expressly contemplated in Section 2(f), take any action to accelerate the vesting or payment, or the funding of any payment or benefit under, any amount under any Employee Benefit Plan, or (F) grant any severance or termination pay or change the terms of any agreement or policy as it relates to severance or termination payments to any current or former director, officer, employee, or individual independent contractor of the Company or any of its Subsidiaries; (ix) (A) sell, assign, lease, license, transfer, abandon, let lapse or otherwise dispose of any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or (B) modify any Privacy Policies or the operation or security of any IT Assets in any manner that is materially adverse to the Company or its Subsidiaries; (x) make any loans or advances to, or guarantees for the benefit of, any other Person (except participant loans made by the Company 401(k) Plan pursuant to the terms of the Company 401(k) Plan) other than advances to employees for business expenses to be incurred in the Ordinary Course of Business; (7xi) Commit enter into any Contract that would be a Material Contract if entered into prior to the date hereof (other than Material Contracts described in clause (xii) or, in the Ordinary Course of Business, clause (xviii) of Section 4(n)) or terminate, cancel or materially modify any Material Contract; (xii) (A) incur, assume, become subject to or guarantee any Funded Indebtedness, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any Funded Indebtedness of another Person, (B) enter into, assume, become subject to or guarantee any obligations that would be qualified as capital leases (including any financing arrangements for new equipment or vehicles that would so qualify as capital leases) or (C) make an investment in the equity interests or Funded Indebtedness of, any other Person, other than, in each case of clauses (A) and (B), any such Funded Indebtedness, securities, warrants, rights or capital leases that will be paid off at or prior to the Closing; (xiii) terminate, amend or unwind any interest rate, currency, equity or commodity swaps, xxxxxx, derivatives, forward sales contracts or similar financial instruments; (xiv) make any, or enter into any commitment for, capital expenditures of the Company or any of its Subsidiaries for tangible assets in excess of one hundred and fifty thousand dollars ($150,000) for all commitments in the aggregate for the Company and its Subsidiaries, other than for any capital expenditures included in the budget set forth in Section 5(b) of the Disclosure Schedule (the “CapEx Budget”); (xv) terminate, extend, reduce, renew or permit to lapse existing insurance policies or enter into new insurance policies of the Company or any of its Subsidiaries, except in any case on such terms and for such amounts as is in the Ordinary Course of Business; (xvi) (A) commence or initiate any Proceeding for an amount in excess of one hundred thousand dollars ($100,000), individually, or five hundred thousand dollars ($500,000), in the aggregate, or (B) pay, discharge, settle or compromise any pending or threatened Proceeding unless (x) no non-monetary obligation would be imposed on the Company or any of its Subsidiaries as a result thereof, (y) no amounts (if any) to be paid (to the extent not covered by insurance) or received by the Company or any of its Subsidiaries would exceed the accrued liability therefor on the balance sheet or, if no liability was accrued therefor on the balance sheet, one hundred thousand dollars ($100,000) and (z) such settlement or compromise includes an irrevocable release of the Company and its Subsidiaries related to the matters underlying such Proceeding and the Company has, at such time of such settlement or compromise, sufficient cash on hand to make such payment or discharge to be paid by the Company or one or more of its Subsidiaries; (xvii) (A) recognize any union, works council, or other labor organization as the representative of any of the foregoingemployees of the Company or any of the Subsidiaries, or enter into or become subject to any collective bargaining or labor Contract or (B) take any action that, individually or in the aggregate, could effectuate a “plant closing” or a “mass layoff” (or similar notice-triggering action, each as defined in the WARN Act); (xviii) terminate or allow to lapse any permit required for the operation of the business of the Company and its Subsidiaries as presently conducted; (xix) (A) undertake any factoring, disposing or discontinuing of any of its accounts receivable or unbilled accounts receivable or take any other action the purpose of which is to artificially increase its Closing Cash, including seeking payment of its accounts receivable or unbilled accounts receivable other than in the Ordinary Course of Business; or (B) pay accounts payable prior to the stated maturity thereof (other than for valid and legitimate business reasons) or discharge any obligor from its obligations under any accounts receivable or unbilled accounts receivable other than upon payment in full of all amounts payable thereunder (other than for a valid and legitimate business reason); or (8) Issue xx) enter into any press release legally binding commitment, or public statement regarding the Company otherwise commit, authorize, resolve or agree, to take any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of actions prohibited by this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement5(b).

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1i) Authorize issue, sell, deliver or effect any change in its charter agree or bylaws; commit to issue, sell or deliver (2) Grant any whether through the issuance or granting of options, warrants, or other commitments, subscriptions, rights to purchase or obtain otherwise other than issuance of Options to persons set forth on Section 4.5 of the Disclosure Letter) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of its any class or any other securities or any rights, warrants or options to acquire any such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of optionsconvertible securities, warrantsOptions or Warrants outstanding on the date hereof), and other rights currently outstanding)or amend any of the terms of any such convertible securities, Options or Warrants; (3ii) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4iii) Issue create, incur or assume any notedebt not currently outstanding (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long Business or as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that contemplated by the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedLoan Documents; (5iv) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement of the type described in Section 2.19(j) or increase in any manner the compensation or fringe benefits of, or acquire modify the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of of, its directors, officersofficers or employees, and employees outside generally or individually, or pay any benefit not required by the Ordinary Course terms in effect on the date hereof of Businessany existing Employee Benefit Plan; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement.

Operation of Business. Except as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article VIII hereof (the “Pre-Closing Period”), the Company will not (shall, and will not shall cause or permit any of each Subsidiary to, conduct its Subsidiaries to) engage operations only in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it and continue the timely payment of its accounts payable. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement or set forth on Schedule 5.4, during the Pre-Closing Period the Company shall not, and shall cause each Subsidiary not to, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any Subsidiary or any options, warrantswarrants or rights to acquire any such stock or other securities (except pursuant to the exercise or conversion of Preferred Shares or Options outstanding on the date hereof), or other rights to purchase or obtain amend any of its the terms of (including the vesting of) any Options or restricted stock agreements, or repurchase or redeem any stock or issue, sell, or otherwise dispose other securities of any of its capital stock the Company (except upon from former employees, directors or consultants in accordance with agreements in place on the conversion date of this Agreement and providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or exercise of options, warrants, and other rights currently outstandingservices to the Company or any Subsidiary); (3b) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteIndebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any Indebtedness of any other Person; or make any loans, advances or capital contributions to, or investments in, any other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside Person (other than routine advances to employees of the Company in the Ordinary Course of Business); (d) (i) enter into, adopt, terminate or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 3.20(j); provided(ii) increase in any manner the compensation or fringe benefits of, howeveror modify the employment terms of, its directors, officers, consultants or employees, generally or individually, or pay any bonus or other benefit to its directors, officers, consultants or employees, except for existing payment obligations listed in Sections 3.20(k) or (n) of the Disclosure Schedule; (iii) hire any new officers or any new employees or consultants, provided that Company may issue Convertible Debt any consent requested of the Buyer pursuant to this clause (iii) shall not be unreasonably withheld or delayed with respect to the hiring of any new employee or consultant in the Ordinary Course of its directors and officers so long Business where the total annual compensation (including any equity awards) for such employee or consultant does not exceed $100,000 (except as such Convertible Debt is converted set forth on Schedule 5.4(d)(iii)); (iv) amend or accelerate the payment, right to Company Shares prior payment, or vesting of any compensation or benefits; or (v) take any action to Closing fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan, except for existing obligations in accordance with the terms of the Employee Benefit Plans listed in Section 2.A(93.20(k) hereof, and that of the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedDisclosure Schedule; (5e) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property (including any shares or other Person outside equity interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than purchases and sales of tangible assets or the Product in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest other than in the Ordinary Course of Business; (7h) Commit amend its certificate of incorporation, by-laws or other organizational documents other than the amendment, prior to the Closing, of its certificate of incorporation as set forth as Exhibit G (the “Charter Amendment”); (i) sell, assign, transfer, license or sublicense any Company Intellectual Property; (j) change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to alter its organizational or management structure; (k) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (l) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; provided that any consent requested of the Buyer pursuant to this Section 5.4(l) shall not be unreasonably withheld or delayed; (m) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 3.12, Section 3.13 or Section 3.14 of the Disclosure Schedule, provided that any consent requested of the Buyer with respect to the entry into or amendment of any such contract or agreement under this paragraph (m) in the Ordinary Course of Business shall not be unreasonably withheld or delayed and shall not be required in the case of any non-disclosure agreements entered into in the Ordinary Course of Business and which would not otherwise be prohibited by the terms of this Agreement (including Section 5.7); (n) make or commit to make any capital expenditure in excess of $25,000 per item or $100,000 in the aggregate (other than in accordance with the written budget for capital expenditures previously made available to Buyer), provided that any consent requested of the Buyer pursuant to this paragraph (n) shall not be unreasonably withheld or delayed with respect to capital expenditures that do not exceed $250,000 in the aggregate; (o) institute or settle any Legal Proceeding other than any litigation or proceeding relating to a breach of this Agreement or any other agreements with the Buyer contemplated hereby; (p) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article VI not being satisfied; (q) fail to take any action necessary to preserve the validity of any material Company Intellectual Property or Permit; (r) have any discussions with, or make any commitments to, any Governmental Entity with regulatory authority over the Product or any of the Product Candidates in any jurisdiction regarding development or other regulatory-related matters, other than responding to inquiries from such Governmental Entities (including [**]) in a manner consistent with past practice; or (8) Issue s) agree in writing or otherwise to take any press release or public statement regarding of the foregoing actions. In addition, during the Pre-Closing Period, the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior shall and shall cause each Subsidiary to Closing: (a) increase its authorized shares of common stock continue to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company regularly scheduled payments pursuant to the AADP Agreement. The provisions terms of this Section 3.E shall terminate any Contract with respect to any Indebtedness, if any, in the event existence as of the Closing of the Technology Transaction or the termination date of this Agreement.

Operation of Business. Company will The Seller shall not, without the consent of the Buyer (which consent shall not (and will not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement or as contemplated by Schedule 5(c), cause or (to the extent any Seller Party or its Affiliate has the Legal Right) permit any Acquired Company to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of its Subsidiaries to) Business or, with respect to the Relevant Assets, engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shellthe Buyer (which consent shall not be unreasonably withheld or delayed), neither except as expressly contemplated by this Agreement or Schedule 5(c), the Seller shall not, and shall not cause or (to the extent any Seller Party has the Legal Right) permit any Acquired Company nor to, do any of its Subsidiaries willthe following: (1i) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, pledge, dispose of, grant, encumber, or otherwise dispose authorize the issuance, sale, pledge, disposition, or grant of any Equity Interest of its capital stock any Acquired Company or any Commitments with respect to any Equity Interest of any Acquired Company; (ii) cause or allow any part of the Acquired Company Equity Interests or the Relevant Assets to become subject to an Encumbrance, except upon the conversion or exercise of options, warrants, for Permitted Encumbrances and other rights currently outstandingEncumbrances identified in Section 4(c); (3iii) Declare, set aside, amend in any material respect any Subject Contract material to the Relevant Assets or pay any dividend Acquired Company (including any Acquired Company's Organizational Documents) or distribution with respect terminate any such material contract or agreement before the expiration of the term thereof other than to its stock (whether in cash the extent any such material contract or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing agreement expires in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued its terms in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6iv) Grantexcept as required by Law, extend make, change or expand revoke any employment terms Tax election relevant to any Acquired Company or Relevant Asset; (v) (A) acquire (including by merger, consolidation or acquisition of Equity Interest or assets) any corporation, partnership, limited liability company or other business organization or any division thereof or any material amount of assets; (B) incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee, endorse, or otherwise as an accommodation become responsible for, the obligations of its directorsany Person, officers, and employees outside or make any loans or advances except for intercompany borrowing among the Acquired Companies in the Ordinary Course of Business; (C) except for the Retained Assets, sell, lease or otherwise dispose of any property or assets, other than sales of goods or services in the Ordinary Course of Business; or (D) enter into or amend a contract, agreement, commitment, or arrangement with respect to any matter set forth in this Section 5(c)(v) or (except for contracts with aggregate Obligations of the applicable Acquired Company not in excess of $10,000) otherwise not in the Ordinary Course of Business; provided that notwithstanding any provision of this Agreement, if the Buyer expressly consents in writing (x) each Acquired Company shall be entitled to dividend and/or distribute to its Equity Interest holders, at any time, and from time to time, such cash generated by such company's business to which such Equity Interest holder would otherwise be entitled (other than cash arising from borrowings by such company or sales of assets by such company outside of the Ordinary Course of Business) so long as such dividends and/or distributions are reflected as a Purchase Price Decrease, where appropriate, and (y) each Acquired Company may make or incur capital expenditures in accordance with the terms of its Organizational Documents and the capital expenditures budget set forth on Schedule 5(c)(v); (7vi) Commit to change any Acquired Company's accounting practices in any material respect with the exception of the foregoingany changes in accounting methodologies that have already been agreed upon by its Equity Interest holders, consistent with its Organizational Documents; or (8) Issue vii) initiate or settle any press release litigation, complaint, rate filing or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementadministrative proceeding.

Operation of Business. Company will not Except as expressly contemplated herein or in any Ancillary Agreement or as expressly set forth on Schedule 7.01, during the period beginning on the date of this Agreement and ending on the Closing Date or earlier termination of this Agreement (the “Pre-Closing Period”), Seller will, and will not cause or permit any its Affiliates to, conduct the Zhuhai Business in the ordinary course and in a manner consistent with the conduct of the Zhuhai Business prior to the date of this Agreement and use its commercially reasonable efforts consistent with past practice to preserve intact the current organization of the Zhuhai Business, keep available the services of its Subsidiaries to) engage in any practicecurrent employees and maintain its relationships with all material suppliers, take any actioncustomers, or enter into any transaction outside employees and other Persons having material relationships with the Ordinary Course of Zhuhai Business. Without limiting the generality of the foregoingforegoing and except as expressly contemplated by this Agreement or by any Ancillary Agreement, or as expressly set forth on Schedule 7.01, Seller will not, and will cause its Affiliates not to, without the prior written consent of ShellBuyer (which consent, neither Company nor any of its Subsidiaries will:with respect to clauses (d), (j), (l) and (q) shall not be unreasonably withheld, conditioned or delayed): (1a) Authorize amend or effect modify, or authorize any change in its charter amendment or bylawsmodification to, the articles of incorporation or other similar Governing Documents of the Company (whether by merger, consolidation or otherwise); (2b) Grant split, combine or reclassify any shares in the capital or of capital stock of the Company, or declare, set aside or pay any dividend or make any distribution (whether in cash, stock or property or any combination thereof), in respect of the shares or capital stock of the Company, or redeem, repurchase or acquire or offer to redeem repurchase or acquire any Company Securities; (c) (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any Company Security (whether by merger, consolidation or otherwise), (ii) amend any term of any Company Security (whether by merger, consolidation or otherwise) or (iii) grant any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) such capital stock or shares; (d) cause the Company to make any capital expenditure or commitment for any capital expenditure in excess of US$25,000 (or local currency equivalent) individually or US$50,000 (or local currency equivalent) in the aggregate; (e) cause the Company to acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses; (f) cause the Company to form any Subsidiaries; (g) sell, lease, license, assign, exchange, pledge, mortgage, encumber, abandon or otherwise transfer or create or incur any Lien (other than Transaction Liens) against any Zhuhai Business Asset, or any asset, security, property, right or interest of the Company (including by merger, consolidation or acquisition of stock or assets) outside of the ordinary course of business; (h) cause the Company to make any loans, advances or capital contributions to, or investments in, any other Person; (i) cause the Company to create, incur or assume any Indebtedness; (j) (i) enter into any agreement or that could, after the Closing Date, limit or restrict in any material respect Buyer or any of its stock Affiliates (including the Company after the Closing), from engaging or issuecompeting in any line of business, sellin any jurisdiction or with any Person or (ii) enter into any Contract that would be a Listed Contract, or otherwise dispose of amend or modify in any of its capital stock material respect or terminate any Listed Contract required to be disclosed by Section 3.11 (except upon the conversion including, without limitation, any Transferred Contract) or exercise of optionswaive, warrantsrelease or assign any material rights, and other rights currently outstanding)claims or benefits thereunder; (3k) Declaresell, set asidelease, license, assign, transfer, convey, dispose of, abandon, permit to lapse, encumber or grant to any Person any interest in any Transferred IP, or pay in any dividend or distribution with respect to its stock Licensed IP (whether excluding non-exclusive licenses in cash or in kindthe Retained Business), or redeem, repurchase, or otherwise acquire any except for non-exclusive licenses to customers in the ordinary course of its capital stockbusiness and consistent with past practice; (4l) Issue (i) grant or increase any noteseverance, bondchange in control or termination pay to (or amend any existing such arrangement with) any Zhuhai Employee or Named Employee, or other debt security any director, officer, advisor, independent contractor or createemployee of the Company, incur, assume(ii) increase any benefits payable to any Zhuhai Employee or Named Employee, or guarantee any indebtedness for borrowed money director, officer, advisor, independent contractor or capitalized lease obligation outside employee of the Ordinary Course Company under any existing severance or termination pay policy, any employment agreement or any Company Benefit Plan, other than in the ordinary course of Business; providedbusiness consistent with past practice (iii) establish, howeveradopt, that amend or terminate (except as required by Applicable Law) any Company may issue Convertible Debt Benefit Plan or any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any Zhuhai Employee or Named Employee, or any director, officer or employee of the Company, (iv) enter into any employment, consulting, change in control, severance, deferred compensation or other similar agreement (or amend any such existing agreement) with any Zhuhai Employee or Named Employee, or any director, officer, employee or independent contractor of the Company, (v) increase the compensation, salary, bonus, other cash or equity compensation or other benefits payable to any Zhuhai Employee or Named Employee, or any director, officer, advisor, independent contractor or employee of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing the Company, other than in accordance the ordinary course of business consistent with Section 2.A(9past practice or (vi) hereofhire or engage any employees, and that consultants or contractors for the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that Company, other than in the total number ordinary course of Shell Shares issued in exchange for Company Shares will not be increasedbusiness consistent with past practice; (5m) Make any capital investment inin connection with the Zhuhai Business, make or change any loan toTax election; settle or compromise any claim, notice, audit report or acquire assessment in respect of material Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended material Tax Return; enter into any tax allocation agreement, Tax Sharing Agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the securities statute of limitations period applicable to any material Tax claim or assets assessment; (n) change Seller’s methods of any other Person outside accounting or accounting practices, as applied to the Ordinary Course of Company or the Zhuhai Business; (6o) Grantfail to pay or otherwise satisfy any liability of the Company or of the Zhuhai Business presently due and payable, extend except such liabilities which are being contested in good faith by appropriate means or expand any employment terms for any of its directors, officers, procedures and employees outside which do not exceed US$500,000 (or local currency equivalent) individually or US$1,000,000 (or local currency equivalent) in the Ordinary Course of Businessaggregate; (7p) Commit fail to renew any insurance policy, cancel or materially amend any insurance policy of the Zhuhai Business or of the Company or fail to give all notices and present claims with a value exceeding US$500,000 (or local currency equivalent) individually or US$1,000,000 (or local currency equivalent) in the aggregate under all such policies in a timely fashion; (q) enter or make any settlement, or offer or proposal to settle, (i) any material suit, claim or other Proceeding related to the Zhuhai Business or (ii) any suit, claim or other Proceeding or dispute that relates to the transactions contemplated hereby; (r) delay or postpone the payment of accounts payable and other liabilities related to the Zhuhai Business in excess of US$10,000 (or local currency equivalent) individually or US$50,000 (or local currency equivalent) in the aggregate, except in the ordinary course of the Zhuhai Business and consistent with past practice; (s) other than in the ordinary course of the Zhuhai Business and consistent with past practice, cause the Company to make any payments, or enter into any commitment or transaction requiring any payments, with a value exceeding US$20,000 (or local currency equivalent); or (t) agree, resolve or commit to do any of the foregoing; or . Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (8) Issue any press release i) during the Pre-Closing Period, nothing contained in this Agreement shall give Buyer, directly or public statement regarding indirectly, the Company right to control or any Products. The foregoing notwithstanding, Company may take direct the following actions prior to Closing: (a) increase its authorized shares operation of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) Zhuhai Business and (3ii) above; (b) perform during the Pre-Closing Period, Seller and its obligations and effectuate the transactions provided for in the May 31Affiliates shall exercise, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, consistent with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, terms and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Operation of Business. Prior to the Closing, except as required in order to comply with the terms of the Agreement or otherwise permitted by this Agreement, required by applicable Law or contemplated in Section 5(c) of the Disclosure Schedule, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, the Seller (i) agrees to cause the Company to operate the Company in the Ordinary Course of Business; (ii) will not (engage in, and will not cause or permit any of its Subsidiaries to) the Company to engage in in, any practice, take any action, or enter into any transaction outside which is (A) material to the Ordinary Course of Business. Without limiting the generality financial condition of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: and (1B) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided(iii) will cause the Company to use its Commercially Reasonable Efforts to preserve its current business, howeveroperations, that organization and goodwill in all material respects, including preserving existing relationships with Persons having business with the Company may issue Convertible Debt (including, without limitation, customers and suppliers); (iv) agrees to any cause the Company to use its Commercially Reasonable Efforts to continue to employ its key employees in the Ordinary Course of Business and consistent with its directors past practices; (v) shall maintain (A) other than as a result of a force majeure event, all of the assets and officers so long as such Convertible Debt is converted to properties of the Company Shares prior to Closing in accordance with Section 2.A(9their current condition, ordinary wear and tear excepted and (B) hereof, insurance upon all of the properties and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (vi) shall (A) maintain the books, accounts and records of the Company in the Ordinary Course of Business; , (6B) Grant, extend continue to collect accounts receivable and pay accounts payable utilizing historically customary procedures and working capital practices and without discounting or expand any employment terms for any accelerating payment of its directors, officers, and employees outside such accounts other than in the Ordinary Course of Business;, and (C) comply in all material respects with all Franchises, Licenses and Contracts; (vii) shall comply in all material respects with all applicable Laws; (viii) will not take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement or to make the Section 338(h)(10) Election and (ix) shall cause the Company to (A) continue to prosecute its request for the permits marked with an asterisk on Schedule 5(c)(ix), (B) apply for the permits marked with a double asterisk on Schedule 5(c)(ix) no later than 60 days after the date hereof and (C) use its Commercially Reasonable Efforts to obtain each of the permits set forth on Schedule 5(c)(ix). Except as otherwise expressly provided in this Agreement, contemplated in Section 5(c) of the Disclosure Schedule or with the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, the Seller shall not, and shall not permit the Company to: (i) (7A) Commit materially increase the annual level of compensation of any employee of the Company, except for annual increases and merit increases in the Ordinary Course of Business, (B) grant any new bonus or benefit to any employee, director or consultant of the Company, other than such bonuses or benefits for which the Company will not be responsible after the Closing, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the foregoing; or (8) Issue any press release directors, officers, employees, agents or public statement regarding representatives of the Company or otherwise modify or amend or terminate any Products. The foregoing notwithstandingsuch plan or arrangement that will be binding on the Company after the Closing, except for any such increase, creation, modification, amendment or termination required by the terms of any such benefit plan or arrangement or applicable Law or that applies uniformly to substantially all employees of Centennial and its Subsidiaries, including Company may take Employees or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the following actions prior to Closing: Company is a party or involving a director, officer or employee of the Company in his or her capacity as a director, officer or employee of the Company that will be binding on the Company after the Closing (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) aboveother than oral employment or consulting agreements terminable without penalty on no more thirty days notice); (bvi) perform its obligations and effectuate the transactions provided for incur or assume any indebtedness in an amount in excess of $500,000 in the May 31aggregate that would not be a Current Liability of the Company; (vii) permit, 2006 Purchase allow or suffer to be encumbered by any Security Interest, except for Permitted Liens, any of the properties or assets (whether tangible or intangible) of the Company; (viii) except in the Ordinary Course of Business which shall not, in any event, include the sale of broken or defective set tops and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center modems acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of West Los Angeles, LLC, (c) sell all any of the material properties or assets of the acute dialysis care divisionCompany, including, without limitation, the sale of the Company's inventory of set tops and modems (it being understood and agreed that such inventory will be used by the Company in the Ordinary Course of Business); (ix) enter into or agree to enter into any merger or consolidation with, any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (x) cancel or compromise any debt or claim or waive or release any right under any Material Contract of the Company except in the Ordinary Course of Business; (xi) except for Budgeted Capital Expenditures, enter into any commitment for capital expenditures of the Company in excess of $500,000 for any individual commitment and $2 million for all commitments in the aggregate; (xii) introduce any material change with respect to the exception operation of the Company, including any material change in the types, nature, composition or quality of its accounts receivableproducts or services, for an amount sufficient or, other than in the Ordinary Course of Business, make any change in product specifications or prices or terms of distributions of such products; (xiii) permit the Company to satisfy all enter into any transaction or to enter into, modify or renew any Contract which by reason of its outstanding liabilitiessize, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate nature or otherwise is not in the event Ordinary Course of Business; provided that such Contract, as so modified or renewed, does not result in a material economic change to such Contract and, provided further that any new Contract does not contain terms that are materially different from those contained in similar Contracts existing as of the Closing of the Technology Transaction or the termination date of this Agreement; (xiv) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, permit the Company to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Affiliate of the Company, or any director, officer or employee of the Company; (xv) make a change in its accounting or Tax reporting principles, methods or policies, except as required by applicable Law or except any such change relating to United States federal income taxes that would not continue to apply to the Company after the Closing; (xvi) make or rescind any election relating to Taxes, other than any election for United States federal income tax purposes that would not continue to apply to the Company after the Closing, or settle or compromise any claim or proceeding relating to Taxes; (xvii) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company to compete with or conduct any business or line of business in any geographic area; (xviii) voluntarily terminate, amend, restate, supplement or waive any rights under any Material Contract, License or Franchise, other than in the Ordinary Course of Business; provided that any such voluntary termination, amendment, restatement, supplement or waiver does not result in a material economic change to such Material Contract, License or Franchise; (xix) with respect to any oral Contract, enter into a written Contract to replace such oral Contract or modify or amend the terms of such oral Contract in any manner that results in a material economic change to such oral Contract; and (xx) agree to do anything prohibited by this Section 5(c) or anything which would make any of the representations and warranties of the Seller in this Agreement or the Ancillary Documents untrue or incorrect in any material respect.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, the Company will not shall (and will not shall cause or permit any of its Subsidiaries the Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition (subject to normal wear and tear), keep available the services of its current officers and preserve its relationships with customers, Company Schools, Company School Districts and other school districts and charter boards, unions, suppliers and others having material business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not (and shall cause the Subsidiary not to), without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights except for the issuance of Options to purchase shares of the Company capital stock granted to employees of the Company in the Ordinary Course of Business issue or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock redeem or repurchase (except upon as required under any existing agreement as to any such repurchase), any stock or other securities of the Company or the Subsidiary or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the conversion or exercise of optionsconvertible securities or Options, warrantsWarrants or Notes outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or Options (excluding the Notes and other rights currently outstandingWarrants); (3b) Declaresplit, combine or reclassify any shares of its capital stock; declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness except pursuant to the Loan Documents (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity (including Company Schools and Company School Districts); or make any loans, advances or capital contributions to, or investments in, any other debt security person or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that entity (including Company may issue Convertible Debt to any of its directors Schools and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSchool Districts); (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement of the type described in Section 2.21(k) or increase in any manner the compensation or fringe benefits of, or acquire modify the securities employment terms of, its directors, officers or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any material assets or property, other Person outside than purchases, licenses, leases, dispositions or sales in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directorsproperty or assets or subject any such property or assets to any Security Interest except pursuant to the Loan Documents; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than as required by applicable law, officers, and employees outside in the Ordinary Course of BusinessBusiness or as required by this Agreement; (7h) Commit amend its Charter Documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a material violation of or default under, or waive any rights under, any material contract or agreement, including any contract to operate a Company School; (k) make or commit to make any capital expenditure in excess of $50,000 per item or $100,000 in the aggregate; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in any of the foregoingconditions to the Merger set forth in Article V not being satisfied; (n) make, or agree to make, any material change in its accounting methods or practices for Tax or accounting purposes, or make or agree to make any material change in depreciation or amortization policies or rates adopted by it for Tax and accounting purposes except in so far as may be required by GAAP or the Code; or (8) Issue o) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will From the date of this Agreement through the relevant Closing, except as the Buyer may approve otherwise (with such approval not (and will not to be unreasonably withheld or delayed), or as otherwise expressly contemplated or permitted by the Transaction Documents, the Seller shall cause or permit any the Companies to conduct the Business in all material respects in accordance with the ordinary course of its Subsidiaries to) engage in any business consistent with past practice, take any actionand use commercially reasonable efforts to (i) maintain and preserve intact the current organization and Business of the Subject Companies; (ii) materially comply with all Laws; and (iii) preserve the rights, or enter into any transaction outside goodwill and relationships of the Ordinary Course of Businessmaterial employees, customers, lenders, suppliers, regulators, and others having business relationships with the Subject Companies. Without limiting the generality of the foregoing, from the date hereof until the relevant Closing without the prior written consent of ShellBuyer (which shall not be unreasonably withheld or delayed), neither Company nor any of its Subsidiaries willexcept as otherwise specifically required or permitted by this Agreement, the Seller shall not, and shall cause the Subject Companies not to: (1a) Authorize issue, sell or effect any change in its charter or bylaws; (2) Grant any grant options, warrants, warrants or other rights to purchase or obtain subscribe to, or enter into any Contract with respect to the issuance or sale of, any of its the capital stock or issueshare capital of or other equity interests in any of the Subject Companies or rights or obligations convertible into or exchangeable for any such shares of capital stock or share capital or other equity interests or make any changes (by stock split, reverse stock split, combination, recapitalization, reorganization, formation of new subsidiaries or otherwise) in the corporate or capital structure of any of the Subject Companies; (b) enter into, assume or amend any Material Contract or any Contract that would be a Material Contract if entered into after the date hereof, other than Material Contracts entered into in the ordinary course of business consistent with past practice providing for (i) payments over the term of such Contracts of no more than $500,000 in the aggregate, or (ii) sales of products that are competitive with any products manufactured by Buyer or its Affiliates; (c) make any settlement payment in excess of $500,000 or release any claim in respect of any Action or Proceeding that would reasonably be expected to have a value in excess of $500,000, other than in the ordinary course of business consistent with past practice; (d) (i) materially increase the compensation, salary, bonus, or benefits (including severance benefits) payable to any Business Employee, other than compensation and salary increases in the ordinary course of business consistent with past practice or in accordance with any agreement, policy or practice in effect on the date hereof, (ii) except as required by applicable Law or any agreement in effect on the date hereof, terminate, establish, amend or make awards under any material Subject Company benefit plan, or (iii) enter into any new Contracts, or amend any Contracts, for employee benefits covering Business Employees, that would in each case have a term of more than one (1) year or increase the costs to the Subject Companies of such employee benefits by more than fifteen percent (15%) from the costs of such employee benefits as of the date of this Agreement; (i) terminate the employment of any Business Employee who both (A) has an annual base salary in excess of $100,000 and (B) is a management­level employee, or (ii) hire a Business Employee to fill the position held by a Business Employee described in clause (A) of this Section 4.2(e); (f) fail to duly file all Tax Returns required to be filed by the Subject Companies and to pay promptly all Taxes and governmental charges that are claimed by any Government Entity by the Subject Companies as and when due, except for such Taxes that are being disputed in good faith and for which adequate reserves have been set aside in accordance with the applicable generally accepted accounting principles in the relevant jurisdictions ; (g) declare, set aside or pay any dividend or other distribution with respect to any capital stock or share capital of or other equity interests in any of the Subject Companies, or repurchase or redeem any shares of its capital stock or share capital; provided that, the Subject Companies may declare and pay cash dividends or otherwise make cash distributions to one or more Equity Seller of all or any portion of any Subject Company’s available cash or make distributions of intercompany accounts; (h) sell, transfer, lease or otherwise dispose of any material assets, other than inventory sold in the ordinary course of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding);business consistent with past practice; (3i) Declareexcept as otherwise required hereunder, set asideamend the certificate of incorporation, bylaws or pay other organizational documents of any dividend Subject Company; or (j) create or distribution otherwise incur any Liens of any material amount on any of the Assets, other than Permitted Liens, provided, that each Company shall be permitted with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any the period between the execution of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside this Agreement and the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to relevant Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted Date to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan all reasonably appropriate and necessary actions to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to any of the foregoing; or (8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (ai) increase its authorized shares apply available cash to prepay Indebtedness of common stock to 125,000,000 Company Sharessuch Company; provided, however, that such Company Shares shall be subject and (ii) distribute cash dividends out of funds legally available therefore to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform Seller or its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this AgreementAffiliates.

Operation of Business. The Company will (a) conduct its business only in the Ordinary Course of Business, (b) use reasonable efforts to (i) preserve intact the current business organization of the Company, (ii) keep available the services of the current officers, employees, and agents of the Company, and (iii) maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company, (c) confer with Parent concerning operational matters of a material nature, (d) not (and will hire or engage any new employee with an annual base salary in excess of $100,000 or contractor under a contract that is not cause terminable on notice of 90 days or permit any of its Subsidiaries to) engage in any practice, take any actionless, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoingbinding commitment to do so, without the prior written consent of ShellParent, neither which consent shall not be unreasonably withheld or delayed and (e) otherwise report periodically to Parent concerning the status of the business, operations, and finances of the Company. The Company nor will not, without the prior consent of Parent, (A) issue any Company Capital Stock or Stock Rights (other than issuance of its Subsidiaries will: Company Capital Stock upon exercise or conversion of the Stock Rights set forth on Section 5.3(b) of the Company Disclosure Letter, in accordance with the terms thereof), (1B) Authorize or effect grant any change in its charter or bylaws; registration rights, (2C) Grant any optionspurchase, warrantsredeem, or other rights to purchase or obtain any of its stock or issue, sellretire, or otherwise dispose acquire any shares of any of its capital stock Company Capital Stock or (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3D) Declare, set aside, declare or pay any dividend or other distribution with or payment in respect to its stock (whether in cash of shares of Company Capital Stock. In addition, except as otherwise expressly permitted or in kind)contemplated by this Agreement, the Company will not, without the prior consent of Parent, take any affirmative action, or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted fail to take into account any additional Company Shares resulting therefrom so that the total number reasonable action within its control, as a result of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit to which any of the foregoing; or changes or events listed in SECTIONS 5.9 (8) Issue any press release A), (B), (C), (D), (E), (F), (G), (I), (J), (K), (M), (N), (T), (U), (V) AND (W) is likely to occur. For avoidance of doubt, nothing in this Section 7.3 or public statement regarding elsewhere in this Agreement shall prohibit the Company from paying all or any Products. The foregoing notwithstanding, Company may take a portion of the following actions Advisory Fees prior to the Closing: (a) increase its authorized . Notwithstanding the foregoing, the Company may, to the extent required to finance the Company's continued operations, raise additional equity capital in an amount of up to $6 million through the sale of shares of common stock its Common Stock or an existing series of Preferred Stock to 125,000,000 existing shareholders of the Company Shares; provided, however, that such Company Shares shall be subject prior to the restrictions set forth in Sections 3.E(2) and (3) aboveClosing Date; (b) perform its obligations and effectuate the transactions provided for in the May 31PROVIDED, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLCHOWEVER, (ci) sell all assets that any such sale is effected on "arm's length" terms at the fair market value of the acute dialysis care division, with Common Stock or Preferred Stock as of the exception date of its accounts receivable, for an amount sufficient to satisfy all sale (taking into account the pendency of its outstanding liabilitiesthe Merger), and (dii) make distributions to the former stockholders of Company that any such sale is effected pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate agreements in the event of the Closing of the Technology Transaction or the termination of this Agreementa form reasonably satisfactory to Parent.

Operation of Business. Company will During the period commencing on the date hereof and continuing until the earlier of the date the Offeror takes up and pays for the Common Shares under the Offer (the “Effective Date”) and the Support Termination Date, the Corporation agrees (except as expressly contemplated by this Agreement or the Lock-up Agreement or to the extent that the Offeror shall otherwise consent in writing) that it shall conduct its business in the usual, regular and ordinary course consistent with past practice and that it shall: (a) not, and shall cause each of its subsidiaries not to, take any action (directly or indirectly) with respect to any of the following, except to the extent necessary to give effect to obligations under this Agreement: (i) any take-over bid (other than the Offer), merger, amalgamation, plan of arrangement, reorganization, joint venture, strategic alliance or other business combination or similar transaction involving the Corporation, its subsidiaries or all or substantially all of the Corporation’s or its subsidiaries’ assets; (ii) any acquisition or disposition of any business, assets or securities in an amount in excess of (i) US$100,000 with respect to any single transaction , or (ii) an aggregate amount of US$200,000; (iii) any change in its capitalization (including, but not limited to, any increase in the amount or maturity of its consolidated borrowings) or any conversion of an amount of short term borrowings into long term borrowings other than accessing, in the ordinary course of business consistent with past practice, existing credit facilities; (iv) except with the prior written approval of Reebok, making or committing to make capital expenditures (i) in excess of US$100,000 with respect to any single transaction, or (ii) outside of transactions described in the Corporation’s budget attached at Schedule 4.2 hereof; (v) declaring or paying any dividend or declaring, authorizing or making any distribution of, on or in respect of any of its securities, whether payable in cash, securities or otherwise or splitting, combining or reclassifying any of its securities or issuing or authorizing the issuance or any other securities (other than in connection with the exchange of Exchangeable Shares) in respect of, in lieu of or in substitution for shares of its securities; (vi) any settlement, payment, release or relinquishment not in the ordinary course of business consistent with past practice of any material contractual rights, claims, liabilities or obligations including, without limitation, any material environmental or tax claims or litigation; (vii) the amendment of its articles or by-laws or those of any of its subsidiaries; (viii) the issuance, purchase or other acquisition of any shares of its capital stock of any class or securities convertible into, or rights, warrants or options to acquire, any such shares or other convertible securities other than pursuant to: a. the exercise of stock options currently outstanding, or b. the conversion or exchange of currently outstanding Exchangeable Shares into Common Shares; (ix) agreeing or committing to the incurrence or payment of, or the guarantee of payment of any indebtedness other than short-term indebtedness incurred or paid in the ordinary course of business consistent with past practice and other than in connection with the credit facilities referred to in (iii) above, or the making of any loans or advances (other than loans or advances to or from wholly-owned subsidiaries or loans or advances described in Schedule 4.2); (x) instituting, cancelling or modifying in any material respect any pension plans or other employee benefit arrangements, except to conform with applicable laws or regulations or with collective labour agreements; (xi) with the exception of any change required under Canadian generally accepted accounting principles or United States generally accepted accounting principles, as applicable, and disclosed to the Offeror, making any change in the accounting or tax practices, methods or principles followed by the Corporation or any of its subsidiaries or making any tax elections that would result in a Material Adverse Change or amending any previously filed returns; or (xii) pledging or otherwise encumbering any securities of the Corporation or any of its subsidiaries; (b) not, and will not cause permit any of its subsidiaries to, grant to any senior officer of the Corporation or any of its subsidiaries any increase in compensation or severance or termination pay, or enter into or amend any employment, severance or consulting agreement with any senior officer of the Corporation or any subsidiary other than (i) in the ordinary course of business consistent with past practice, (ii) in connection with regularly scheduled annual reviews of employees of the Corporation and its subsidiaries, (iii) pursuant to a previously entered into binding written agreement, or (iv) as approved by the Offeror in writing; (c) except in the ordinary course of business consistent with past practice, not enter into, renew, waive any material provision of, terminate or amend any existing agreements, commitments or contracts, or permit any of its Subsidiaries subsidiaries to do any of the foregoing which, individually or in the aggregate, are material to the Corporation and its subsidiaries taken as a whole; (d) use reasonable best efforts, and cause each of its subsidiaries to use reasonable best efforts to preserve intact their respective business organizations and goodwill, to keep available the services of their respective officers and employees as a group and to maintain satisfactory relationships with suppliers, distributors, customers and others with whom they have business relationships; (e) promptly advise the Offeror orally and in writing of any change in the financial condition or operations of the Corporation that is likely to result in a Material Adverse Change or have a Material Adverse Effect on the Offer (as such term is defined in section 10.9 hereof); (f) not, and will cause each of its subsidiaries not to, enter into any transaction or perform any act which would (i) prevent or be inconsistent with the successful completion of the transactions contemplated by this Agreement, (ii) render inaccurate as to any material matter any of the representations and warranties set forth herein if such representations and warranties were made at a date subsequent to such transaction or act and all references to the date hereof were to such later date or (iii) adversely affect the Corporation’s ability to perform its covenants and agreements under this Agreement; (g) use reasonable best efforts to cause all outstanding stock options or other rights to acquire Common Shares or Exchangeable Shares to be exercised in full and tendered to the Offer or cancelled, released, surrendered, waived by the holders thereof or otherwise dealt with on terms satisfactory to the Offeror in the Offeror’s sole judgment; (h) until completion of the Offer shall, and shall cause its subsidiaries and its and their respective accountants, counsel, consultants, employees and agents to give the Offeror and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with, all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records of the Corporation and its subsidiaries as the Offeror shall from time to time reasonably request. In addition, the Corporation shall permit the Offeror reasonable access to such customers, suppliers, advisors and personnel of the Corporation and its subsidiaries during normal business hours as may be necessary to the Offeror in connection with a review of the affairs of the Corporation and the above mentioned documents, records and information; (i) not, and shall cause each of its subsidiaries not to, except with the prior written approval of Reebok (a) engage in any practice, take any action, or enter into any transaction outside discussions with the Ordinary Course of Business. Without limiting Securities and Exchange Commission (the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1“SEC”) Authorize or effect any change in its charter or bylaws; (2) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increased; (5) Make any capital investment in, make any loan relating to, or acquire the securities or assets of any other Person outside the Ordinary Course of Business; (6) Grant, extend or expand any employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (7) Commit respond to any of comments from the foregoing; or SEC with respect to, the registration statement on Form F-4 filed by the Corporation with the SEC on March 29, 2004 (8) Issue any press release the “Form F-4”) or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for take any actions that would result in the May 31Form F-4 being declared effective by the SEC; and (j) prior to the Effective Date, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell take all assets actions necessary to withdraw the filing of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this AgreementForm F-4.

Operation of Business. Maxtor and the Company shall ensure that, prior to the Closing, without the written consent of a majority in interest of the Investors: (a) Maxtor does not directly or indirectly sell or otherwise transfer, and does not agree, commit or offer (in writing or otherwise) to sell or otherwise transfer, any capital stock in IMS Delaware, the Holding Companies or any of the International Entities or any interest in or right relating to any such capital stock, except for the actions described on Part 3.3 of the Disclosure Schedule of the Redemption Agreement as the Reorganization Actions; (b) Maxtor does not permit, and does not agree, commit or offer (in writing or otherwise) to permit, any capital stock of IMS Delaware, the Holding Companies or any of the International Entities to become subject, directly or indirectly, to any Encumbrance; (c) The Company conducts its operations exclusively in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement, except for the investment of capital equipment described in Section 4.10; (d) The Company (i) uses reasonable commercial efforts to preserve intact its current business organization, (ii) keeps available the services of its current officers and employees, (iii) uses its reasonable commercial efforts to maintain its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees, independent contractors and other Persons having business relationships with the Company, and (iv) promptly repairs, restores or replaces any material assets that are destroyed or damaged; (e) The Company keeps in full force all of its insurance policies; (f) The Investors are notified immediately of any proposal, offer or invitation to negotiate from any Person relating to any Acquisition Transaction; (g) Except for the actions described on Part 3.3 of the Disclosure Schedule to the Redemption Agreement as Reorganization Actions, the Company does not (and will i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock or other securities, or (ii) repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (h) The Company does not cause sell or otherwise issue any shares of capital stock or any other securities; (i) The Company does not effect or become a party to any Acquisition Transaction; (j) Except for the actions described on Part 3.3 of the Disclosure Schedule to the Redemption Agreement as Reorganization Actions, the Company does not form any subsidiary or acquire any equity interest or other interest in any other Entity, other than the acquisition either directly or indirectly of all outstanding stock of the International IMS Entities; (k) The Company does not enter into or permit any of its Subsidiaries to) engage assets to become bound by any Contract, except in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, without the prior written consent of Shell, neither Company nor any of its Subsidiaries will: (1) Authorize or effect any change in its charter or bylaws; (2l) Grant Except for the Stock Plan, the Company does not establish or adopt any optionsEmployee Benefit Plan, warrantsor, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, howeverpay any bonus or make any profit-sharing or similar payment to, that Company may issue Convertible Debt to or, except in the Ordinary Course of Business, increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereofdirectors, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedofficers, employees or independent contractors; (5m) Make The Company does not change any capital investment inof its methods of accounting or accounting practices in any respect except as required by a concurrent change in GAAP; (n) The Company does not commence or settle any Proceeding, make except with respect to such matters as would not have a material impact on the business of the Company; (o) The Company does not enter into any loan to, transaction or acquire the securities or assets of take any other Person action of the type referred to in Section 3.5 of the Redemption Agreement; (p) The Company does not enter into any transaction or take any other action outside the Ordinary Course of Business; (6q) Grant, extend The Company does not enter into any transaction or expand take any employment terms for other action that might cause or constitute a Breach of any of its directors, officers, and employees outside representation or warranty made by Maxtor or the Ordinary Course of BusinessCompany in this Agreement or in the Closing Certificate; (7r) Commit The Company does not enter into or amend any existing transaction with any Related Person (including Maxtor), except to the extent specifically contemplated by the Transactional Documents or the actions described on Part 3.3 of the Disclosure Schedule to the Redemption Agreement as the Reorganization Actions; and (s) The Company does not agree, commit or offer (in writing or otherwise) to take any of the foregoing; or actions described in clauses "(8) Issue any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: i)" through "(a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions r)" of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreement4.2.

Operation of Business. Company will not (and will not cause or permit any Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Seller shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition (subject to normal wear and tear), keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, prior to the Closing, the Seller shall not, without the prior written consent of Shellthe Buyer, neither Company nor any of its Subsidiaries willwhich will not be unreasonably withheld, delayed or conditioned: (1a) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Seller or any options, warrants, warrants or other rights to purchase or obtain acquire any of its such stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of options, warrants, and warrants or other rights currently outstandingconvertible securities outstanding on the date hereof); (3b) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock, other than the declaration of a cash dividend to be paid at or after the Closing in an amount that shall not cause the Seller to violate the terms of Section 6.2; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other debt security Person; (d) take any action in connection with the collection of receivables or create, incur, the payment of payables that is not consistent with past practice; (e) enter into any contract or agreement to assume, or guarantee otherwise agree to or assume, any indebtedness obligation in excess of $25,000; (f) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.17(k) or (except for borrowed money normal increases in the Ordinary Course of Business for employees who are not Affiliates) materially increase in any manner the compensation or capitalized lease obligation outside fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees in excess of $10,000 (except for existing payment obligations listed in Section 2.17 of the Disclosure Schedule) or hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5g) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property, other Person outside than purchases, sales, licenses or dispositions of assets or property in the Ordinary Course of Business; (6h) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (i) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7j) Commit amend its certificate of incorporation or by-laws in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (k) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (l) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.10(b), 2.11 or 2.12 of the Disclosure Schedule; (m) make or commit to make any capital expenditures in excess of $10,000 per item or $25,000 in the aggregate; (n) institute or settle any Legal Proceeding other than the Employee Claim; (o) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Seller set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; or (8) Issue p) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. (a) Except as contemplated by this Agreement or the Company will not Business Plan or as set forth on Schedule 4.4(a) attached hereto, during the period from the date of this Agreement to the Closing, the Company shall (and will not shall cause or permit any each Subsidiary to) conduct its operations in the Ordinary Course of Business and/or in accordance with the Company Business Plan and in compliance with all applicable laws and regulations, and use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its Subsidiaries to) engage current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired and the Company shall continue to obtain financing through additional equity investments from its existing shareholders if necessary, so that it may continue to conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business’ and/or in accordance with the Company Business Plan. Notwithstanding anything in the foregoing sentence to the contrary, the Company shall have the full right and authority to enforce its rights pursuant to the Contracts to which it or one of its Subsidiaries is a party and to comply with the terms of such Contracts. Without limiting the generality of the foregoing, except as set forth on Schedule 4.4(a) attached hereto or as contemplated by the Company Business Plan or this Agreement, prior to the Closing, the Company shall not (and shall cause each Subsidiary not to), without the prior written consent of ShellZipcar, neither Company nor any of its Subsidiaries willwhich consent shall not be unreasonably withheld, conditioned or delayed: (1i) Authorize issue or effect sell any change in its charter stock or bylaws; (2) Grant other securities of the Company or any Subsidiary or any options, warrantswarrants or rights to acquire any such stock or other securities (except pursuant to the exercise of Options or Warrants outstanding on the date hereof), or other rights to purchase or obtain amend any of its the terms of (including the vesting of) any Options, Warrants or restricted stock agreements, or repurchase or redeem any stock or issue, sell, or otherwise dispose other securities of any of its capital stock the Company (except upon from former employees, directors or consultants in accordance with agreements providing for the conversion repurchase of shares at their original issuance price in connection with any termination of employment with or exercise of options, warrants, and other rights currently outstandingservices to the Company); (3ii) Declaresplit, combine or reclassify any shares of its capital stock; or declare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4iii) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (iv) enter into, incur, assumeadopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.19(k) or (except to comply with applicable law or to provide for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its directors, officers or employees (except for borrowed money existing payment obligations listed in Section 2.20 of the Disclosure Schedule) or capitalized lease obligation outside hire any new officers or, except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5v) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any material assets or property (including any shares or other Person outside equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6vi) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest other than in the Ordinary Course of Business; (7vii) Commit discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (viii) amend its charter, bylaws or other organizational documents; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes; (x) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Company Material Contract; (xi) make or commit to make any capital expenditure in excess of $50,000 per item or $100,000 in the aggregate; (xii) institute or settle any material Legal Proceeding (it being understood that this clause (xii) shall not restrict the Company’s ability to enforce its rights under this Agreement); (xiii) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (xiv) commence operations in cities or locations in which the Company and its Subsidiaries have not publicly announced they are operating on the date of this Agreement; (xv) acquire additional vehicles or fleets, including leased vehicles obtained in the Ordinary Course of Business; (xvi) enter into any Contract between the Company or any Subsidiary of the Company, on the one hand, and any current or former officer, director or shareholder of the Company or an Affiliate thereof, on the other hand; (xvii) amend, modify or replace the cash requirements specified in the GEFS Lease (as defined in the Disclosure Schedule) or reduce, amend, modify or replace the cash collateral used for, or the letters of credit required under, the Green Leasing Leases (as defined in the Disclosure Schedule); or (8) Issue xviii) agree in writing or otherwise to take any press release of the foregoing actions. (b) Except as contemplated by this Agreement or public statement regarding the Company Zipcar Business Plan or any Products. The foregoing notwithstandingas set forth on Schedule 4.4(b) attached hereto, Company may take during the following actions prior to Closing: (a) increase its authorized shares period from the date of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject this Agreement to the restrictions Closing, Zipcar shall (and shall cause each Zipcar Subsidiary to) conduct its operations in the Ordinary Course of Business and/or in accordance with the Zipcar Business Plan and in compliance with all applicable laws and regulations and use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired. Notwithstanding anything in the foregoing sentence to the contrary, Zipcar shall have the full right and authority to enforce its rights pursuant to the Contracts to which it or one of the Zipcar Subsidiaries is a party and to comply with the terms of such Contracts. Without limiting the generality of the foregoing, except as set forth in Sections 3.E(2Schedule 4.4(b) attached hereto or as contemplated by the Zipcar Business Plan or this Agreement, prior to the Closing, Zipcar shall not (and (3) above; (b) perform its obligations and effectuate shall cause each Zipcar Subsidiary not to), without the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets written consent of the acute dialysis care divisionCompany, with the exception which consent shall not be unreasonably withheld, conditioned or delayed: (i) issue or sell any stock or other securities of its accounts receivableZipcar or any Zipcar Subsidiary or any options, for an amount sufficient warrants or rights to satisfy all of its outstanding liabilities, and acquire any such stock or other securities (d) make distributions to the former stockholders of Company except pursuant to the AADP Agreement. The provisions exercise of this Section 3.E shall terminate options or warrants outstanding on the date hereof), or amend any of the terms of (including the vesting of) any options, warrants or restricted stock agreements, or repurchase or redeem any stock or other securities of Zipcar (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to Zipcar); (ii) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Zipcar Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the event Ordinary Course of Business; (iv) amend its charter, by-laws or other organizational documents; (v) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the Closing representations and warranties of Zipcar set forth in this Agreement becoming untrue or (ii) any of the Technology Transaction conditions to the Merger set forth in Article V not being satisfied; (vi) enter into any Contract between Zipcar or any Zipcar Subsidiary, on the termination one hand, and any officer, director or shareholder of this AgreementZipcar or an Affiliate thereof, on the other hand; or (vii) agree in writing or otherwise to take any of the foregoing actions.

Operation of Business. Company will not (and will not cause or permit any Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Seller shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Seller shall not, without the prior written consent of Shell, neither Company nor any of its Subsidiaries willthe Buyer: (1a) Authorize issue or effect sell any change in its charter shares or bylaws; (2) Grant other securities of the Seller or any options, warrants, warrants or other rights to purchase acquire any such shares or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock other securities (except upon pursuant to the conversion or exercise of options, warrants, and warrants or other rights currently outstandingconvertible securities outstanding on the date hereof); (3b) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stockshares, except for a dividend not to exceed $65,000, to be distributed on November 1, 2007; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (d) enter into, incur, assumeadopt or amend any Employee Plan or any employment or severance agreement or arrangement of the type described in Section 2.20 or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its managers, officers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its managers, officers or employees (except for borrowed money existing payment obligations in Ordinary Course of Business) or capitalized lease obligation outside hire any new officers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5e) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property, other Person outside than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its Articles of Incorporation, Bylaws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (i) change its accounting methods, principles or practices, except insofar as may be required by law or regulatory accounting requirements or make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature listed or required to be listed in Section 2.12, Section 2.13 or Section 2.14 of the Disclosure Schedules; (k) make or commit to make any capital expenditure in excess of $5,000 per item or $10,000 in the aggregate; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Seller set forth in this Agreement not being true and correct at the Closing or (ii) any of the conditions to the Closing set forth in Article V not being satisfied; or (8) Issue n) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Company will not (and will not cause or permit any Except as otherwise expressly contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, NRI shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, NRI shall not without the prior written consent of Shell, neither Company nor any of its Subsidiaries willPurchasePro or as otherwise specifically set forth in this Agreement: (1a) Authorize issue or effect sell, or redeem or repurchase, any change in its charter stock or bylawsother securities of NRI or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the exercise or termination of the Derivative Securities); (2b) Grant split, combine or reclassify any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any shares of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stock; (4c) Issue create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedentity; (5d) Make enter into, adopt or amend any capital investment in, make Employee Benefit Plan or any loan toemployment or severance agreement or arrangement of the type described in SECTION 2.21(k) or increase in any manner the compensation or fringe benefits of, or acquire materially modify the securities employment terms of, its directors, officers or assets employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property other Person outside than purchases and sales of assets in the Ordinary Course of Business; (6f) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7h) Commit amend its charter, Bylaws or other organizational documents, except for the amendment of its Articles of Incorporation to remove Article 8 of such articles; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement; (k) make or commit to make any capital expenditure in excess of Twenty Thousand Dollars ($20,000) per item or Forty Thousand ($40,000) in the aggregate; (l) institute or settle any Legal Proceeding; (m) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of NRI set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in ARTICLE V not being satisfied; or (8) Issue n) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company will not (and will not cause or permit any of shall conduct its Subsidiaries to) engage operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition (normal wear and tear excepted), keep available the services of its current managers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not without the prior written consent of Shellthe Buyer, neither Company nor any of its Subsidiaries willwhich consent shall not be unreasonably withheld, delayed or conditioned: (1a) Authorize issue or effect sell any change in its charter Company LLC Interests or bylawsother securities of the Company or any options, warrants or rights to acquire any such Company LLC interests or other securities; (2b) Grant any options, warrants, or other rights to purchase or obtain any of its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding); (3) Declaredeclare, set aside, aside or pay any dividend or other distribution with respect to its stock (whether in cash cash, stock or property or any combination thereof) in kind), or redeem, repurchase, or otherwise acquire any respect of its capital stockmembership interests (except for an aggregate of $450,000 that may be distributed to the Company Members); (4c) Issue alter its capital structure; (d) create, incur or assume any noteindebtedness (including obligations in respect of capital leases); assume, bondguarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other debt security person or createentity; (e) enter into, incur, assumeadopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.21(k) or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or guarantee materially modify the employment terms of, its members, managers or employees, generally or individually, or pay any indebtedness bonus or other benefit to its members, managers or employees (except for borrowed money existing payment obligations listed in Section 2.21 of the Disclosure Schedule) or capitalized lease obligation outside hire any new managers or (except in the Ordinary Course of Business; provided, however, that Company may issue Convertible Debt to ) any of its directors and officers so long as such Convertible Debt is converted to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasednew employees; (5f) Make any capital investment inacquire, make any loan tosell, lease, license or acquire the securities or assets dispose of any assets or property (including any shares or other Person outside equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (6g) Grant, extend mortgage or expand any employment terms for pledge any of its directors, officers, and employees outside property or assets or subject any such property or assets to any Security Interest; (h) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (7i) Commit amend its Articles of Organization, Operating Agreement or other organizational documents; (j) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any new elections, or changes to any current elections, with respect to Taxes; (k) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.14 of the Disclosure Schedule; (l) make or commit to make any capital expenditure in excess of $10,000 per item or $50,000 in the aggregate; (m) institute or settle any Legal Proceeding; (n) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the foregoingrepresentations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; (o) assume any obligation in excess of $25,000; (p) pay any employee of the Company any bonus in excess of $10,000 other than bonuses paid in the Ordinary Course of Business in accordance with the existing policies of the Company; or (8) Issue q) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.

Operation of Business. Except as contemplated by this Agreement, during the period from the date of the Original Merger Agreement to the earlier of the Closing or the termination of this Agreement, the Company will not shall (and will not shall cause or permit any of its Subsidiaries each Subsidiary to) engage conduct its operations in any practice, take any action, or enter into any transaction outside the Ordinary Course of BusinessBusiness and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, order and repair (normal wear and tear excepted), maintain, comply with and not make any changes or modifications to any contracts, Leases or other agreements, keep, maintain and comply with all insurance policies and permits, and keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, during this period, the Company shall not (and shall cause each Subsidiary not to), without the prior written consent of Shellthe Buyer, neither Company nor any of its Subsidiaries willwhich consent shall not be unreasonably withheld: (1a) Authorize issue or effect sell any change stock or other securities of the Company or any Subsidiary or any options, warrants or rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of Options or Warrants outstanding on the date of the Original Merger Agreement), or amend any of the terms of (including the vesting of) any Options, Warrants or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former employees, directors or consultants in its charter accordance with agreements providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or bylawsservices to the Company); (2b) Grant split, combine or reclassify any optionsshares of its capital stock; or declare, warrants, set aside or pay any dividend or other rights to purchase or obtain any of its distribution (whether in cash, stock or issue, sell, property or otherwise dispose of any combination thereof) in respect of its capital stock (except upon the conversion for cash dividends or exercise distributions in respect of options, warrants, and other rights currently outstandingits capital stock up to an aggregate of $1,000,000); (3c) Declare, set aside, or pay any dividend or distribution with respect to its stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; (4) Issue any note, bond, or other debt security or create, incur, assume, incur or guarantee assume any short-term indebtedness for borrowed money or capitalized lease obligation outside (including obligations in respect of capital leases) other than in the Ordinary Course of Business, or create, incur or assume any long-term indebtedness; providedassume, howeverguarantee, that Company may issue Convertible Debt endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend in any material respect any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.19(k) (except for additional bonus agreements of the type described in Section 2.19(k) of the Disclosure Letter) or (except for normal increases in the Ordinary Course of Business) increase in any material respect the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees (except for existing payment obligations listed in Section 2.19 of the Disclosure Letter or annual or other bonuses or salary increases contemplated under the Company's annual budgets) or hire any new officers, or, except in the Ordinary Course of Business, any new employees; (e) acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business (but not any shares or other equity interests in or securities of any Subsidiary, whether or not in the Ordinary Course of Business), or merge or consolidate with any entity; (f) mortgage or pledge any of its directors and officers so long as property or assets or subject any such Convertible Debt is converted property or assets other than in the Ordinary Course of Business (but not any shares or other equity interests in or securities of any Subsidiary, whether or not in the Ordinary Course of Business), to Company Shares prior to Closing in accordance with Section 2.A(9) hereof, and that the Conversion Ratio will be automatically adjusted to take into account any additional Company Shares resulting therefrom so that the total number of Shell Shares issued in exchange for Company Shares will not be increasedSecurity Interest; (5g) Make discharge or satisfy any capital investment in, make Security Interest or pay any loan to, obligation or acquire the securities or assets of any liability other Person outside than in the Ordinary Course of Business; (6h) Grantamend its charter, extend by-laws or expand other organizational documents except as contemplated by this Agreement; (i) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP, or make any employment terms new elections, or changes to any current elections, with respect to Taxes; (j) enter into any new contract or agreement requiring payments by the Company in excess of $10,000 or that is not cancelable by the Company upon sixty (60) days notice, except for any of its directors, officers, and employees outside Assisted Living Residence Agreements in the Ordinary Course of Business, or amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any material contract or agreement (including, without limitation, any Lease) of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.14 of the Disclosure Letter; (7k) Commit make or commit to make any capital expenditure in excess of $50,000 per item or $500,000 in the foregoingaggregate, unless any such capital expenditure is otherwise consistent with the Company's capital expenditure budget as described on Exhibit C; (l) institute or settle, except for settlements which do not exceed $50,000 in the aggregate, any Legal Proceeding; or (8) Issue m) agree in writing or otherwise to take any press release or public statement regarding the Company or any Products. The foregoing notwithstanding, Company may take the following actions prior to Closing: (a) increase its authorized shares of common stock to 125,000,000 Company Shares; provided, however, that such Company Shares shall be subject to the restrictions set forth in Sections 3.E(2) and (3) above; (b) perform its obligations and effectuate the transactions provided for in the May 31, 2006 Purchase and Sale Agreement and Joint Escrow Instructions with Kidney Dialysis Center of West Los Angeles, LLC, (c) sell all assets of the acute dialysis care division, with the exception of its accounts receivable, for an amount sufficient to satisfy all of its outstanding liabilities, and (d) make distributions to the former stockholders of Company pursuant to the AADP Agreement. The provisions of this Section 3.E shall terminate in the event of the Closing of the Technology Transaction or the termination of this Agreementforegoing actions.