Common use of PLACEMENT AND STOCK TRANSFER RESTRICTIONS AND RELATED MATTERS Clause in Contracts

PLACEMENT AND STOCK TRANSFER RESTRICTIONS AND RELATED MATTERS. Each party to this Agreement agrees that from and after the date of this Agreement, such party shall not knowingly take any action, or knowingly fail to take any action, which action or failure is reasonably likely to disqualify the transactions contemplated by this Agreement from pooling of interests accounting treatment by Phoenix, and that such party shall take all reasonable actions necessary to cause the transactions contemplated by this Agreement to qualify as a pooling of interest, if such characterization shall be jeopardized by action taken by such party. Without limiting the foregoing, each Vendor who is a Pooling Affiliate of Clinserve agrees that such Vendor shall not sell, transfer, pledge, or otherwise dispose of such Vendor's interests in or reduce such Vendor's risk relative to any of the Phoenix Shares until Phoenix shall have published financial results (including combined sales and net income) covering at least thirty (30) days of combined operations of Phoenix and Clinserve after the Completion Date. No later than April 30, 1999, Phoenix shall prepare and publish such financial results for the first full month of operations following the Completion Date. Each of the Vendors and Clinserve acknowledge and agree with Phoenix that none of the Vendors or Clinserve is a party to any agreement or arrangement among themselves or with third parties regarding the transactions contemplated by this Agreement or the subject matter hereof. Prior to the Completion Date, Phoenix shall deliver to Clinserve a list of names and addresses of those persons who are or may be, in Phoenix's reasonable judgement, Affiliates of Phoenix within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment (each such persons, a "Pooling Affiliate"). Phoenix also shall provide Clinserve with such information and documents as Clinserve shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to Clinserve an affiliate letter, in form and substance reasonably satisfactory to Clinserve, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, Clinserve shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of Clinserve. Clinserve represents to Phoenix that Froreich and Wicki are the only Pooling Affiliates of Clinserve.

PLACEMENT AND STOCK TRANSFER RESTRICTIONS AND RELATED MATTERS. Each party to this Agreement agrees that from and after the date of this Agreement, such party shall not knowingly take any action, or knowingly fail to take any action, which action or failure is reasonably likely to disqualify the transactions contemplated by this Agreement from pooling of interests accounting treatment by Phoenix, and that such party shall take all reasonable actions necessary to cause the transactions contemplated by this Agreement to qualify as a pooling of interest, if such characterization shall be jeopardized by action taken by such party. Without limiting the foregoing, each Vendor who is a Pooling Affiliate of Clinserve Anawa agrees that such Vendor shall not sell, transfer, pledge, or otherwise dispose of such Vendor's interests in or reduce such Vendor's risk relative to any of the Phoenix Shares until Phoenix shall have published financial results (including combined sales and net income) covering at least thirty (30) days of combined operations of Phoenix and Clinserve Anawa after the Completion Date. No later than April July 30, 19991998, Phoenix shall prepare and publish such financial results for the first full month of operations following the Completion Date. Each of the Vendors and Clinserve Anawa acknowledge and agree with Phoenix that none of the Vendors or Clinserve Anawa is a party to any agreement or arrangement among themselves or with third parties regarding the transactions contemplated by this Agreement or the subject matter hereof. Prior to the Completion Date, Phoenix shall deliver to Clinserve Anawa a list of names and addresses of those persons who are or may be, in Phoenix's reasonable judgement, Affiliates of Phoenix within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment (each such persons, a "Pooling Affiliate"). Phoenix also shall provide Clinserve Anawa with such information and documents as Clinserve Anawa shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to Clinserve Anawa an affiliate letter, in form and substance reasonably satisfactory to ClinserveAnawa, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, Clinserve Anawa shall deliver to Phoenix a list of names and addresses of those persons who are or may be, in Anawa's reasonable judgment, Pooling Affiliates of Anawa. Anawa also shall provide Phoenix with such information and documents as Phoenix shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Anawa shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of Clinserve. Clinserve represents to Phoenix that Froreich and Wicki are Anawa identified in the only Pooling Affiliates of Clinserveforegoing list.

PLACEMENT AND STOCK TRANSFER RESTRICTIONS AND RELATED MATTERS. Each party to this Agreement agrees that from and after the date of this Agreement, such party shall not knowingly take any action, or knowingly fail to take any action, which action or failure is reasonably likely to disqualify the transactions contemplated by this Agreement from pooling of interests accounting treatment by Phoenix, and that such party shall take all reasonable actions necessary to cause the transactions contemplated by this Agreement to qualify as a pooling of interest, if such characterization shall be jeopardized by action taken by such party. Without limiting the foregoing, each Vendor who is a Pooling Affiliate of Clinserve ITEM Holding agrees that such Vendor shall not sell, transfer, pledge, or otherwise dispose of such Vendor's interests in or reduce such Vendor's risk relative to any of the Phoenix Shares until Phoenix shall have published financial results (including combined sales and net income) covering at least thirty (30) days of combined operations of Phoenix and Clinserve ITEM Holding after the Completion Date. No later than April 30, 1999As soon as reasonably practicable following the first full month of combined operations of Phoenix and ITEM Holding after the Completion Date, Phoenix shall prepare and publish such financial results for the first full month of operations following the Completion Date. Each of the Vendors and Clinserve ITEM Holding acknowledge and agree with Phoenix that none of the Vendors or Clinserve ITEM Holding is a party to any agreement or arrangement among themselves or with third parties regarding the transactions contemplated by this Agreement or the subject matter hereof. Prior to the Completion Date, Phoenix shall deliver to Clinserve ITEM Holding a list of names and addresses of those persons who are or may be, in Phoenix's reasonable judgement, Affiliates of Phoenix within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment (each such persons, a "Pooling Affiliate"). Phoenix also shall provide Clinserve ITEM Holding with such information and documents as Clinserve ITEM Holding shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to Clinserve ITEM Holding an affiliate letter, in form and substance reasonably satisfactory to ClinserveITEM Holding, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, Clinserve ITEM Holding shall deliver to Phoenix a list of names and addresses of those persons who are or may be, in ITEM Holding's reasonable judgment, Pooling Affiliates of ITEM Holding. ITEM Holding also shall provide Phoenix with such information and documents as Phoenix shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, ITEM Holding shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of Clinserve. Clinserve represents to Phoenix that Froreich and Wicki are ITEM Holding identified in the only Pooling Affiliates of Clinserveforegoing list.

PLACEMENT AND STOCK TRANSFER RESTRICTIONS AND RELATED MATTERS. Each party to this Agreement agrees that from and after the date of this Agreement, such party shall not knowingly take any action, or knowingly fail to take any action, which action or failure is reasonably likely to disqualify the transactions contemplated by this Agreement from pooling of interests accounting treatment by Phoenix, and that such party shall take all reasonable actions necessary to cause the transactions contemplated by this Agreement to qualify as a pooling of interest, if such characterization shall be jeopardized by action taken by such party. Without limiting the foregoing, each Vendor who is a Pooling Affiliate of Clinserve MKL agrees that such Vendor shall not sell, transfer, pledge, or otherwise dispose of such Vendor's interests in or reduce such Vendor's risk relative to any of the Phoenix Shares until Phoenix shall have published financial results (including combined sales and net income) covering at least thirty (30) days of combined operations of Phoenix and Clinserve MKL after the Completion Date. No later than April 30, 1999, Phoenix shall prepare and publish such financial results for the first full month of operations following the Completion Date. Each of the Vendors and Clinserve MKL acknowledge and agree with Phoenix that none of the Vendors or Clinserve MKL is a party to any agreement or arrangement among themselves or with third parties regarding the transactions contemplated by this Agreement or the subject matter hereof. Prior to the Completion Date, Phoenix shall deliver to Clinserve MKL a list of names and addresses of those persons who are or may be, in Phoenix's reasonable judgement, Affiliates of Phoenix within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment (each such persons, a "Pooling Affiliate"). Phoenix also shall provide Clinserve MKL with such information and documents as Clinserve MKL shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to Clinserve MKL an affiliate letter, in form and substance reasonably satisfactory to ClinserveMKL, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, Clinserve MKL shall deliver to Phoenix a list of names and addresses of those persons who are or may be, in MKL's reasonable judgment, Pooling Affiliates of MKL. MKL also shall provide Phoenix with such information and documents as Phoenix shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, MKL shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of Clinserve. Clinserve represents to Phoenix that Froreich and Wicki are MKL identified in the only Pooling Affiliates of Clinserveforegoing list.