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 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 ITEM Holding after the Completion Date. As 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 ITEM Holding acknowledge and agree with Phoenix that none of the Vendors or 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 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 ITEM Holding with such information and documents as ITEM Holding shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to ITEM Holding an affiliate letter, in form and substance reasonably satisfactory to ITEM Holding, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, 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 ITEM Holding identified in the foregoing 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 ITEM Holding 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 ITEM Holding MKL after the Completion Date. As soon as reasonably practicable following the first full month of combined operations of Phoenix and ITEM Holding after the Completion DateNo 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 ITEM Holding MKL acknowledge and agree with Phoenix that none of the Vendors or ITEM Holding 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 ITEM Holding 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 ITEM Holding MKL with such information and documents as ITEM Holding MKL shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to ITEM Holding MKL an affiliate letter, in form and substance reasonably satisfactory to ITEM HoldingMKL, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, ITEM Holding MKL shall deliver to Phoenix a list of names and addresses of those persons who are or may be, in ITEM HoldingMKL's reasonable judgment, Pooling Affiliates of ITEM HoldingMKL. ITEM Holding 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, ITEM Holding MKL shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of ITEM Holding MKL identified in the foregoing 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 ITEM Holding 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 ITEM Holding Clinserve after the Completion Date. As soon as reasonably practicable following the first full month of combined operations of Phoenix and ITEM Holding after the Completion DateNo 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 ITEM Holding Clinserve acknowledge and agree with Phoenix that none of the Vendors or ITEM Holding 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 ITEM Holding 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 ITEM Holding Clinserve with such information and documents as ITEM Holding Clinserve shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to ITEM Holding Clinserve an affiliate letter, in form and substance reasonably satisfactory to ITEM HoldingClinserve, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, 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 Clinserve shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of ITEM Holding identified in Clinserve. Clinserve represents to Phoenix that Froreich and Wicki are the foregoing listonly 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 ITEM Holding 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 ITEM Holding Anawa after the Completion Date. As soon as reasonably practicable following the first full month of combined operations of Phoenix and ITEM Holding after the Completion DateNo later than July 30, 1998, Phoenix shall prepare and publish such financial results for the first full month of operations following the Completion Date. Each of the Vendors and ITEM Holding Anawa acknowledge and agree with Phoenix that none of the Vendors or ITEM Holding 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 ITEM Holding 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 ITEM Holding Anawa with such information and documents as ITEM Holding Anawa shall reasonably request for purposes of reviewing such list. Prior to the Completion Date, Phoenix shall deliver to ITEM Holding Anawa an affiliate letter, in form and substance reasonably satisfactory to ITEM HoldingAnawa, executed by each of the Pooling Affiliates identified in the foregoing list. Prior to the Completion Date, ITEM Holding Anawa shall deliver to Phoenix a list of names and addresses of those persons who are or may be, in ITEM HoldingAnawa's reasonable judgment, Pooling Affiliates of ITEM HoldingAnawa. ITEM Holding 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, ITEM Holding Anawa shall deliver to Phoenix an affiliate letter, in form and substance reasonably satisfactory to Phoenix, executed by each of the Pooling Affiliate of ITEM Holding Anawa identified in the foregoing list.