Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreementhereof, at Closing: (a) AWS will pay, or will cause to be paid to USCC, a designated Affiliate, or a "qualified intermediary" (within the Closingmeaning of Treasury Regulation Section 1.1031(k)-1(g)(4)) designated by USCC, Seller $95,000,000 in cash (the "Cash Payment"), in consideration for the USCC Assigned Licenses and the USCC Assets (subject to Permitted Liens), provided, that the amount of the Cash Payment shall sellbe subject to adjustment at the Closing and after the Closing in accordance with the terms of Section 1.4, such Cash Payment to be allocated as provided in Schedule 1.1(a); and (b) USCC will, and will cause each USCC Entity to, assign, conveytransfer, transfer deliver and deliver convey to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from SellerAWS or a designated Affiliate, free and clear of all Claims and Encumbrances Liens (except for other than Permitted Liens), and AWS (or its designee) will acquire, all of the right, title and interest of Seller the applicable USCC Entity in and to (i) the USCC Assigned Licenses, and (ii) except for the Excluded Assets set forth in subsection (c) below and the USCC Assigned Licenses, all of each USCC Entity's right, title and interest (if any) in and to the following assets, wherever principally used or held for use, in connection with the operation of the USCC Systems, and, with respect to tangible assets, that are located in the USCC Service Area (collectively, the “Purchased "USCC Assets”"): (ai) (x) all Cell Sites, towers, transmitters, antennae, generators, wireless switches and related components used or held for use in connection with the operation of the USCC Systems and located in the USCC Service Area, and (y) test equipment, technical facilities, telephone handsets, computers and accessories to the extent assignable under principally used or held for use in connection with the Bankruptcy Code or operation of the USCC Systems and which are located in the USCC Service Area; (ii) mobile numbers (to the extent assignment is consented that any USCC Entity has any right, title or interest therein to assign, transfer, deliver and convey), and electronic serial numbers associated with each subscriber of the USCC Systems, billing numbers, if any, associated with each such subscriber or wireless phone, sales records, credit data and other information and data relating to subscribers of the USCC Systems, images of all subscriber bills from January 1, 2001 through the Closing Date, any contracts with subscribers of the USCC Systems and the applicable USCC Entity's right to receive payments from such subscribers pursuant to any such contracts for service rendered on and after the Closing Date, and all claims, deposits, prepayments, prepaid assets, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment with respect to subscribers of the USCC Systems; (iii) engineering plans, surveys and related information and data collected, held or owned by each USCC Entity, directly relating to the operation of the USCC Systems that are located in the USCC Service Area; (iv) copies of all subscriber lists and other documentation to the extent principally relating to subscribers of the USCC Systems; (v) all System Permits; (vi) copies of all information and data compiled by the third party or third parties applicable USCC Entity's customer service center(s) with respect to such agreementssubscribers of the USCC Systems; (vii) all machinery, Seller’s rights under any customer purchase orders equipment (both fixed and all Assumed Agreementsmobile, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(aincluding computer equipment), Schedule 2.5(b)trucks and other vehicles, Schedule 2.5(c) office equipment, furniture, furnishings, and fixtures, in each case to the extent principally used or Schedule 2.2 held for use in connection with the operation of the USCC Systems and any exhibits to such schedules which are located in the USCC Service Area (collectively, the “Assumed Contracts”"Machinery and Equipment"); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (gviii) all Inventory; (hix) all cashaccounts receivable relating to subscribers of the USCC Systems, cash equivalentsand rights to receive payment from such subscribers, in each case to the extent directly relating to or arising in connection with the operation of the USCC Systems (collectively, "Accounts Receivable"); (x) all rights of the applicable USCC Entity under the USCC System Contracts, together with all rights to assert claims and take other actions in respect of breaches, defaults and other violations of such USCC System Contracts; (xi) all warranties, indemnities, guarantees and similar rights to the extent principally relating to the operation of the USCC Systems; (xii) copies of all information, data and files to the extent principally used or held for use in connection with the operation of the USCC Systems, and copies of all Books and Records; (xiii) all rights of each USCC Entity under covenants not to compete or to solicit subscribers with respect to the USCC Systems, to the extent transferable; (xiv) all telephone and facsimile numbers to the extent principally used or held for use in connection with the operation of the USCC Systems; (xv) all credits, prepaid expenses, prepaid property taxes, prepaid rents, advances by each USCC Entity to the Transitioned Employees, deferred charges, advance payments, security deposits and reservesother prepaid items, except in each case to the extent principally used or held for use in connection with the Cash Consideration operation of the USCC Systems (collectively, "USCC Advance Payments"); (xvi) originals or, to the extent that originals may not be provided under applicable Law, copies of all personnel records of the Transitioned Employees and all quality control records, business procedures, test information and technical information, in each case to the extent principally used or held for use in connection with the operation of the USCC Systems; (xvii) all of the goodwill as described a going concern and other intangible property relating solely and directly to the USCC Assets or to the operation of the USCC Systems, with the exception of any goodwill related to any trademark, service xxxx or trade name used by USCC, to the extent transferable; (xviii) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by any USCC Entity with respect to the ownership, use, function or value of any USCC Asset, whether arising by way of counterclaim or otherwise, in each case principally related to or arising in connection with the operation of the USCC Systems; (xix) all Real Property Leases and all owned Real Property set forth on Schedule 4.10(a); (xx) all Transferred Intellectual Property (to the extent that any USCC Entity has any right, title or interest therein to assign, transfer, deliver and convey) and USCC System Contracts (other than any Non-Assigned Contracts); (xxi) all right, title and interest of each USCC Entity, as lessee or sublessee, with respect to leased personal property (to the extent principally used or held for use in connection with the operation of the USCC Systems) and Leased Property; (xxii) all Current Assets identified in the column labeled "USCC Assets" on Schedule 1.4; (xxiii) all assets identified in the column labeled "USCC Assets" on Schedule 1.1(b); and (xxiv) all accounts receivable to the extent directly related to agents of the USCC Systems, and rights to receive payment from such agents, in each case to the extent generated in the conduct of the operation of the USCC Systems and included in the Closing Date Working Capital Amount, as reflected on the Working Capital Schedule. (c) Notwithstanding anything to the contrary in Section 3.1(b)1.1(b) or any other provisions of this Agreement, the USCC Assets shall not include any of the following assets, properties and rights of any USCC Entity (collectively, the Note (as described in Section 3.1(a));"Excluded Assets"): (i) all equity interests in cash and cash equivalents of USCC on hand as of the entities listed Closing Date, other than miscellaneous cash as indicated on Schedule 2.1 and not including equity of Seller1.4; (jii) all note receivablesIntellectual Property excluding Transferred Intellectual Property; (iii) all insurance policies and rights thereunder; (iv) all personnel and other records (originals or copies) that any USCC Entity is required by Law to retain in its possession (it being understood that (A) subject to the following clause (B), copies of any each shall have been provided to AWS prior to Closing and (B) to the extent that copies may not be provided under applicable Law without the Consent of USCC's employees or former employees, USCC shall use its Commercially Reasonable Efforts to obtain the Consent of its employees or former employees to provide copies of such materials to AWS); (v) all prepaid income Taxes and claims for refunds of Taxes and other governmental charges of whatever nature, includingto the extent based on revenues received or accrued during the period prior to Closing; (vi) all rights in connection with, and assets of, any of the System Employee Plans; (vii) the corporate minute books, stock books and other corporate and Tax records of USCC and any Affiliate thereof, including the USCC Entities; (viii) interests in systems or businesses other than the USCC Systems, including permits and assets used in the provision of wireless service (cellular and PCS) to customers of USCC and its Affiliates located outside the USCC Service Area; (ix) all permits, assets, books, records, documents, written materials and operations used by or related to USCC or one or more Affiliates thereof, including the USCC Systems, that are located outside the USCC Service Area or that are not principally used or held for use in connection with the operation of the USCC Systems, including but not limited toto all assets, books, records, documents, lists and written materials relating to any rights corporate or interest of Seller centralized services and functions, including management, finance, accounting, billing, accounts receivable, accounts payable, Tax, information services, computer services, engineering, marketing, operations, customer relations, purchasing, inventory management, construction, insurance, human resources, payroll, employee benefit, computer, call center and other administrative services and functions; (x) all Current Assets identified in that certain $800,000 note receivable from E Communications Systems maturing the column labeled "Excluded Assets" on September 30, 2005Schedule 1.4; (xi) all assets identified in the column labeled "Excluded Assets" on Schedule 1.1(b); and (kxii) all goodwill associated with the Purchased Assetssuch other assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15if any, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Dateare set forth on Schedule 1.1(c).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Seller Sellers shall sell, assigncontribute, convey, assign, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from SellerPurchaser, free and clear of all Claims and Encumbrances Liens (except for the Assumed Obligations), and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in SECTION 0, all properties, assets, rights, titles and interests of every kind and nature, owned or leased by Sellers (including indirect and other forms of beneficial ownership) as of the Closing Date, which are used in, useful for or otherwise associated with the Business (INCLUDING, WITHOUT LIMITATION, all assets located on the premises of the Business), whether tangible or intangible, real or personal and wherever located and by whomever possessed, including without limitation, all of the following assets but excluding Excluded Assets pursuant to SECTION 0 (all of the assets to be sold, assigned, transferred and delivered to Purchaser hereunder herein called the "ACQUIRED ASSETS"): all cash (including, without limitation, checking account balances, certificates of deposit and other time deposits and xxxxx cash) and marketable and other securities ("CASH"), less $500,000 which shall be used to pay the cure costs set forth on SCHEDULE 4.17 and any sales taxes that result from the transaction contemplated hereby and administer the estate of Sellers after the Closing; PROVIDED, HOWEVER, that to the extent that immediately prior to the Closing, Sellers have less than $500,000 in Cash, Purchaser shall pay to Sellers an amount equal to (i) $500,000 LESS (ii) the amount of Seller's Cash immediately prior to Closing less (iii) the amount paid by Sellers at or prior to Closing to pay the cure costs set forth on SCHEDULE 4.17 LESS (iv) the amount of any sales taxes paid by Sellers at or prior to Closing as a result of the transactions contemplated hereby LESS (v) the amount of any administrative expenses paid by Sellers at or prior to Closing relating to the administration of the estate of Sellers after the Closing; all accounts and notes receivables (whether current or noncurrent) and all causes of action specifically pertaining to the collection of the foregoing; all Tax refunds, rebates, credits or similar items relating to any period, or portion of any period, on or prior to the Closing Date; all Intellectual Property, along with all income, royalties, damages and payments due or payable to Sellers as of the Closing or thereafter, including, without limitation, damages and payments for past, present or future infringements or misappropriations thereof, the right to xxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Intellectual Property in Sellers' possession or control; all of Sellers' rights existing under the Assumed Executory Contracts; all Assumed Owned Real Property; all Assumed Facilities and all plants, buildings and other improvements located on such property, and all easements, licenses, rights of way, permits and all appurtenances to the Assumed Facility Leases including, without limitation, all appurtenant rights in and to public streets, whether or not vacated; all leasehold improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, computer equipment, telephone systems and furniture owned by Sellers wherever located, including, without limitation, all such items which are located in any building, warehouse, office or other space leased, owned or occupied by Sellers or used in connection with the Business; all inventories of work in process, semi-finished and finished goods, stores, replacement and spare parts, packaging materials, operating supplies, and fuels, owned by Sellers wherever located; all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located, including, without limitation, all property of any kind located in any building, office or other space leased, owned or occupied by Sellers or in any warehouse where any of Sellers' properties and assets may be situated; all customer deposits and advances and prepaid and other current assets relating to the Business; all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), other than those relating exclusively to Excluded Assets; the right to receive and retain mail, accounts receivable payments and other communications relating to the Business; the right to xxxx and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Closing; all Books and Records; all advertising, marketing and promotional materials and all other printed or written materials; all Permits, licenses, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies; all goodwill as a going concern and all other intangible properties; all telephone numbers used by Sellers; all indemnities relating to the Acquired Assets or the Business prior to the Closing Date; all rights to proceeds under insurance policies to the extent related to or payable in connection with any of the Acquired Assets, the Assumed Obligation or the Business prior to the Closing Date; and all security deposits relating to Assumed Agreements. All of the Acquired Assets shall be sold, assigned, transferred, conveyed and delivered to Purchaser free and clear of all liens (including liens for Taxes) (other than the Permitted Liens), all encumbrances (including, without limitation, any leasehold interests, licenses or other rights, in favor of a Third Party or a Seller, to use any portion of the rightAcquired Assets), title Claims, security interests, of whatever kind or nature, mortgages, pledges, restrictions, charges, instruments, licenses, encroachments, options, rights of recovery, judgments, orders and interest decrees of Seller any court or foreign or domestic governmental authority, interest, products and Tax (including foreign, federal, state and local Taxes), in each ease of any kind or nature, whether secured or unsecured, xxxxxx or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown, and including all claims based on any theory that Purchaser is a successor, transferee or continuation of Sellers or the Business, in each case, other than the Assumed Obligations expressly assumed herein (each a "LIEN" and collectively the "LIENS"), whether arising prior to or subsequent to the following assetsdate of the filing of the Chapter 11 petitions of Sellers, wherever located (collectively, and in accordance with the “Purchased Assets”): (aterms of the Sale Order and sections 363(f) to the extent assignable under and 365 of the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateCode.

Purchase and Sale of Assets. Upon the terms and subject Subject to the conditions contained in provisions of this Agreement, at the Closing, Seller shall agrees to sell, assigntransfer, convey, transfer convey and deliver assign to Buyer or a designated subsidiary of Buyer, and Buyer shallagrees to purchase, by payment and delivery of the Purchase Price, purchase accept and acquire directly or through a designated subsidiary from SellerSeller for the consideration specified herein, free and clear of all Claims and Encumbrances at the Closing (except for Permitted Liens), as hereinafter defined) all of the Seller's right, title and interest of Seller in and to the following assetsassets and properties used by it exclusively in connection with the business of the Division and owned or leased by it immediately prior to the time of the Closing, of every kind, nature and description, real, personal or mixed, tangible or intangible, wherever located located, except for the Excluded Assets described in Section 1.2 (collectively, the “Purchased "Subject Assets”):"). Without in any way limiting the generality of the foregoing, the Subject Assets shall include all of the assets and properties of Seller reflected on the Division's Balance Sheet dated as of August 31, 1997 (the "August 31, 1997 Balance Sheet"), plus all assets and properties relating to the business of the Division that may have been acquired in the ordinary course of business by Seller subsequent to the date of the August 31, 1997 Balance Sheet, less all assets and properties relating to the business of the Division that may have been disposed of in the ordinary course of business subsequent to the date of the August 31, 1997 Balance Sheet, and shall include all of the following types of assets and properties held or used by Seller in the conduct of the business of the Division and owned or leased by it immediately prior to the time of the Closing: (a) All notes and accounts receivable, trade accounts, contract receivables, employee advances and other debts owing to Seller in connection with the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Division; (b) All machinery and equipment, vehicles, tools, office furniture, supplies, and all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed other tangible personal property owned or used leased by Seller primarily and used exclusively in connection with the Business Division at Seller's Yankton, South Dakota facility (including the goodwill of the Business in which any of the Intellectual Property Rights are used"Tangible Personal Property"), and expressly designated including, without limitation, the Tangible Personal Property set forth on Schedule 2.1 or Schedule 2.5(a1.1(b); (c) any All real property set forth on Schedule 1.1(c), together with the buildings, structures and other improvements located on thereon and other interests therein owned by Seller and used in connection with the Leased Division (the "Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”Estate"); (d) all of those items of equipment All inventories, including raw materials, work-in- process and tangible personal property finished goods, and supplies owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior relating to the Closing Date which is used in Division (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Inventories"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by All prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits of Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior relating exclusively to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Division; (f) all Accounts Receivable and, subject to Section 2.2To the extent transferable, all causes of action Seller's rights and interests under all contracts, agreements, leases, mortgages, licenses, unfilled purchase orders and unfilled sales orders relating or pertaining exclusively to the foregoing Division, including but not limited to the Significant Contracts (collectively, the “Receivables”)as hereinafter defined) set forth on Schedule 3.10; (g) To the extent transferable, all Inventoryconsents, registrations, approvals, permits, licenses, orders or authorizations issued to Seller by any governmental or regulatory authority of the United States, the several states or any foreign jurisdiction and relating exclusively to the Division ("Permits"); (h) All trademarks, trade names, brand names, logos, service marks, copyrights, designs, inventions, patents, patent applications, patent rights, licenses, sublicenses, franchises, formulas, processes, product specifications, research records, trade secrets, technology, know-how and other proprietary rights and intellectual property owned by Seller or in which Seller has rights and used by Seller exclusively in connection with the Division, excluding all cashtrademarks, cash equivalentstrade names, prepaid expensesbrand names, deposits logos, service marks and reservesother intellectual property which use the name "Portec" (collectively, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)"Intellectual Property"); (i) all equity interests All the books and records of Seller, including items stored on magnetic tape or on microfiche, relating exclusively to the Division, and necessary for the operation of the Division in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any natureordinary course, including, but not limited towithout limitation, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30customer lists and records, 2005; and (k) all goodwill associated with the Purchased Assetssales information, together with the right to represent to third parties that Buyer has acquired advertising and is operating the Business formerly operated by Seller. On or before September 15marketing materials, 2005supplier records, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contractscost and pricing information, production data, employment and personnel records and other records; provided, however, that Buyer shall retain the right give Seller access to amend or accept the schedule of Assumed Contracts up such records as Seller may reasonably require from time to and including time following the Closing Date; and (j) All the goodwill of Seller relating to the Division except as set forth in Section 1.2.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used by Seller primarily or held for use in connection with, the Business (including collectively, the goodwill of "Purchased Assets"), including, without limitation, the Business in which following: (a) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing, including, without limitation, all amounts due from third parties under Assigned Contracts, including Material Contracts, but excluding the UCSD Contract ("Accounts Receivable"); (b) all Contracts, including the Stanford University Contract, the UCSD Contract, all rights, benefits and obligations under the Stanford Healthcare Contract, if awarded to Buyer following the Closing Date, and all Intellectual Property Rights are used)Agreements, and expressly designated set forth on Schedule 2.1 or Schedule 2.5(aSection 2.01(c) of the Disclosure Schedules (collectively, the "Assigned Contracts"); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Intellectual Property Assets; (d) all of those items of equipment and tangible personal property owned Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 2.1, Section 4.17(b) and any other tangible personal property acquired by Seller after Section 4.18(b) of the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryDisclosure Schedules; (e) all intangible personal property owned rights to any Actions of any nature available to or held being pursued by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only related to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectivelyBusiness, the “Intangible Property”)Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (f) all Accounts Receivable andprepaid expenses, subject to Section 2.2credits, all causes advance payments, claims, security, refunds, rights of action recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating or pertaining to the foregoing (collectively, the “Receivables”payment of Taxes); (g) all Inventoryof Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (h) all cashinsurance benefits, cash equivalentsincluding rights and proceeds, prepaid expensesarising from or relating to the Business, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and Purchased Assets or the Note (as described in Section 3.1(a))Assumed Liabilities; (i) all equity interests in the entities listed on Schedule 2.1 and originals, or where not including equity of Seller; (j) all note receivablesavailable, copies, of any natureall books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any rights or interest Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30sale, 2005sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements ("Books and Records"); and (kj) all goodwill associated with and the Purchased Assets, together with going concern value of the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver convey to BuyerPurchaser, and Buyer shallPurchaser shall purchase, by payment acquire and delivery of the Purchase Price, purchase and acquire accept from Seller, free the Business of Seller as a going concern, including all of Seller's assets of every kind and clear description, other than the Excluded Assets (the "Purchased Assets"), and subject only to the liabilities and obligations of Seller which are defined in subsection (c) as the "Assumed Liabilities". The Purchased Assets shall include the following assets and properties of Seller: (i) all trade and other accounts receivable and other indebtedness owing to Seller on the Closing Date which, as of that date have been outstanding for less than ninety-one (91) days from their respective due dates, and including the benefit of all Claims collateral, security, guaranties, and Encumbrances (except for Permitted Liens)similar undertakings received or held in connection therewith, as well as all of the Seller's right, title and interest of Seller in and to the following assets, wherever located post office box designation for the Seller Lock Box Account (collectively, the “"Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”Accounts"); (bii) all saleable, non-obsolete inventories of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed Seller other than inventories purchased or used by Seller primarily in acquired from HMP (the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a"Inventory"); (ciii) any improvements located the machinery, equipment, materials and supplies, fixtures and furniture of Seller listed on Exhibit A attached hereto (the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”"Equipment"); (div) all rebates receivable from Suppliers with respect to sales of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but Inventory prior to the Closing Date which is used in other than rebates due from HMP (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”"Supplier Rebates"); (fv) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reservesrights to refunds and rebates from customers; (vi) all rights, except for interests and benefits of Seller under those Contracts, including leases of personal property, which are listed on Exhibit B attached hereto, the Cash Consideration assumption of which are subject to the provisions of Section 2.1(c)(i)(A) (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)"Assumed Contracts"); (ivii) all equity rights, interests in and benefits of Seller under its Lease Agreement with Irace Reichmann Associates dated September 1, 2000 (the entities listed on Schedule 2.1 "Real Xxxxtx Xxxxx"), pursuant to which Seller leases and not including equity of Selleroccupies the real estate and commercial building and improvements located at 485-31 South Broadway, Hicksville, New York (the "Real Estate"); (jxxxx) xxl of Seller's books, records and other data relating to the Business; (ix) all note receivablesof Seller's goodwill, Supplier and customer lists, sales and marketing information, and all know-how, technology, drawings and software; (x) all of Seller's interest in patents, patent applications, proprietary designs, copyrights, trade names, service marks, trademarks and trademark applications (including the exclusive right to use the Stepic Name), in each case together with the goodwill appurtexxxx xhereto, all federal, state, local and foreign registrations thereof, if applicable, all common law rights thereto, and all claims or causes of action for infringement thereof; (xi) all permits, licenses, and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies which are held by Seller, to the extent the same are transferable; (xii) all rights of Seller to causes of action, lawsuits, judgments, claims and demands of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005nature relating to the Business; and (kxiii) all goodwill associated with except for the Purchased Excluded Assets, together with all other items of property, real or personal, tangible or intangible, including all corporate names, computer programs, tapes and discs owned, used by or accruing to the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by benefit of Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreement, at the Closingset forth below, Seller shall sell, assign, convey, transfer and deliver agrees to sell to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, agrees to purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located assets (collectively, the “"Purchased Assets”"): (a) to Certain inventory consisting of raw materials and components necessary for the extent assignable under the Bankruptcy Code or to the extent assignment phone and keysystem repair and maintenance which inventory is consented to described by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders type and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer quantity on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c (a) or Schedule 2.2 and any exhibits to such schedules attached hereto (collectively, the “Assumed Contracts”"Purchased Inventory"); (b) all Certain equipment related to the repair and maintenance of Seller’s right, title such phones and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in keysystems which any of the Intellectual Property Rights are used), and expressly designated equipment is listed on Schedule 2.1 or Schedule 2.5(a2.1(b) attached hereto (the "Purchased Equipment"); (c) any improvements located Certain inventory of discontinued and/or obsolete phones and keysystems which inventory is by type and quantity on Schedule 2.1(c) attached hereto (the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”"Purchased Q Stock");; and (d) All registered and unregistered trademarks, trade names, service marks, service names and applications therefore relating to or associated with "American Phone Center" together with the goodwill of the Business represented by that mark and name, and any and axx customer lists, "toll free" telephone numbers and domain names used in the business or associated with "American Phone Company," all of those items of equipment and tangible personal property owned by Seller and which are listed on Schedule 2.1, 2.1(d) (the "Purchased Intellectual Property"). Certain of the Purchased Assets will be used by Buyer to repair and any other tangible personal property acquired maintain and/or provide in warranty and out of warranty services for certain telephones and keysystems provided by Seller after pursuant a repair agreement of even date herewith executed by the parties hereto (the "Repair Agreement"). Further, Seller agrees to provide certain discontinued and obsolete telephones and keysystems to Buyer subsequent to Closing pursuant to a discontinued product agreement of even date hereof but prior herewith executed by the parties hereto ("the "Discontinued Product Agreement") (the Repair Agreement and Discounted Product Agreement shall collectively be referred to as the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Service Agreements"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon the terms and subject to the conditions and provisions contained in this Agreementherein, at on the Closing Date or Delayed Closing, as applicable, the Seller shall (or, if applicable, the Applicable Seller Subsidiary) will sell, assign, convey, transfer transfer, assign and deliver to BuyerBuyer or an Applicable Buyer Subsidiary, and Buyer shallor an Applicable Buyer Subsidiary shall purchase from Seller (or, by payment and delivery of the Purchase Priceif applicable, purchase and acquire from Selleran Applicable Seller Subsidiary), free and clear of any and all Claims and Encumbrances (except for Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located assets of Seller or the Applicable Seller Subsidiary (collectively, collectively the “Purchased Acquired Assets”): (a) to the extent assignable under customers specifically identified in the Bankruptcy Code Acquired Customer Historical Valuation Report (which does not include any Excluded Customers) that currently purchase one or to more Services from Seller and/or an Applicable Seller Subsidiary that collectively have monthly recurring billed revenue (excluding any Pass-Through Charges) for the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(cmonth of January 2019 of $520,843 (resulting in annualized billed revenue of $6,250,116) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed ContractsActive Customers”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in CABS revenue associated with the Business (including the goodwill Active Customers as of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(aClosing (“CABS Revenue”); (c) a list of all cancelled and non-active customers of Seller and the Applicable Seller Subsidiaries that had, at any improvements located on the Leased Real Property, but in all events only point during 12 months prior to the extentdate hereof, if any, monthly recurring revenue (excluding any former Elite Customers) of Seller’s interest in the same less than or equal to $190 (collectively, the “ImprovementsNon-Active Customers List”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after Customer Paperwork associated with the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryActive Customers; (e) all intangible personal property owned customer service telephone numbers (toll free and local numbers) and blocks of telephone numbers assigned to Seller or held by any Applicable Seller listed on Schedule 2. 1Subsidiary, and any other intangible personal property acquired by Seller after that are solely used or maintained to support the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Active Customers; (f) all Accounts Receivable andhistorical billing records, subject to Section 2.2, all causes of action trouble ticket information and similar information relating or pertaining to the foregoing Acquired Customers contained in billing support systems (collectively“BSS”) or operations support systems (“OSS”) used by Seller and/or any Applicable Seller Subsidiary, along with associated data definition and migration assistance, including digital copies of invoices for each Acquired Customer for up to six months prior to the “Receivables”)date hereof, which shall be provided to Buyer within 30 days following the execution date of this Agreement; (g) all Inventory;any customer deposits and credit balances related solely to the Acquired Customers; and (h) all cash, cash equivalents, prepaid expenses, deposits Books and reserves, except for Records related to the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateAcquired Customers.

Purchase and Sale of Assets. Upon the terms and subject Subject to the conditions contained in provisions of this --------------------------- Agreement, at the Closing, Seller shall agrees to sell, assigntransfer, convey, transfer convey and deliver assign to Buyer, and Buyer shallagrees to purchase, by payment and delivery of the Purchase Price, purchase accept and acquire from SellerSeller for the consideration specified herein, free and clear of all Claims and Encumbrances at the Closing (except for Permitted Liens), as hereinafter defined) all of the Seller's right, title and interest of Seller in and to the following assetsassets and properties used by it exclusively in connection with the Rail Business and owned or leased by it immediately prior to the time of the Closing, of every kind, nature and description, real, personal or mixed, tangible or intangible, wherever located located, except for the Excluded Assets described in Section 1.2 (collectively, the “Purchased "Subject Assets”):"). Without in any way limiting the generality of the foregoing, the Subject Assets shall include all of the assets and properties of Seller reflected on the balance sheet of the Rail Business dated as of August 31, 1997 (the "August 31, 1997 Balance Sheet"), plus all assets and properties relating to the Rail Business that may have been acquired in the ordinary course of business by Seller subsequent to the date of the August 31, 1997 Balance Sheet, less all assets and properties relating to the Rail Business that may have been disposed of in the ordinary course of business subsequent to the date of the August 31, 1997 Balance Sheet, and shall include all of the following types of assets and properties held or used by Seller or any Subsidiary (as hereinafter defined) in the conduct of the Rail Business and owned or leased by Seller or any Subsidiary immediately prior to the time of the Closing: (a) All notes and accounts receivable, trade accounts, contract receivables, employee advances and other debts owing to Seller or any Subsidiary in connection with the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Rail Business; (b) All machinery and equipment, vehicles, tools, office furniture, supplies, and all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed other tangible personal property owned or used leased by Seller primarily or any Subsidiary and used in connection with the Rail Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used"Tangible Personal Property"), and expressly designated including, without limitation, the Tangible Personal Property set forth on Schedule 2.1 or Schedule 2.5(a1.1(b); (c) All real property set forth on Schedule 1.1(c), together with the buildings, structures and other improvements thereon and other interests therein owned by Seller and used by Seller or any improvements located on Subsidiary in connection with the Leased Rail Business, except any real property which is set forth in Section 1.2 as an Excluded Asset (the "Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”Estate"); (d) all of those items of equipment All inventories, including raw materials, work-in-process and tangible personal property finished goods, and supplies owned by Seller or any Subsidiary and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior relating to the Closing Date which is used in Rail Business (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Inventories"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned All prepaid claims and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits of Seller or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior Subsidiary relating exclusively to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Rail Business; (f) all Accounts Receivable and, subject to Section 2.2To the extent transferable, all causes of action Seller's and any Subsidiary's rights and interests under all contracts, agreements, leases, licenses, un- filled purchase orders and unfilled sales orders relating or pertaining exclusively to the foregoing Rail Business, including but not limited to the Significant Contracts (collectively, the “Receivables”)as hereinafter defined) set forth on Schedule 3.11; (g) To the extent transferable, all Inventoryconsents, registrations, approvals, permits, licenses, orders or authorizations issued to Seller or any Subsidiary by any governmental or regulatory authority of the United States, the several states or any foreign jurisdiction and relating exclusively to the Rail Business (the "Permits"); (h) All trademarks, trade names, brand names, logos, service marks, copyrights, designs, inventions, patents, patent applications, patent rights, licenses, sublicenses, franchises, formulas, processes, product specifications, research records, trade secrets, technology, know-how and other proprietary rights and intellectual property owned by Seller or any Subsidiary or in which Seller or any Subsidiary has rights and used by Seller or any Subsidiary exclusively in connection with the Rail Business, excluding all cashtrademarks, cash equivalentstrade names, prepaid expensesbrand names, deposits logos, service marks and reservesother intellectual property which use the name "Portec" (collectively, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)"Intellectual Property"); (i) all equity interests All the books and records of Seller or any Subsidiary, including items stored on magnetic tape or on microfiche, relating exclusively to the Rail Business, and necessary for the operation of the Rail Business in the entities listed on Schedule 2.1 ordinary course, including, without limitation, customer lists and not including equity of Sellerrecords, sales information, advertising and marketing materials, supplier records, cost and pricing information, production data, employment and personnel records, tax records and other records (collectively, "Books and Records"); (j) all note receivables, of any nature, including, but not limited to, any rights or interest All the goodwill of Seller and any Subsidiary relating to the Rail Business except as set forth in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005Section 1.2; (k) All of the issued and outstanding capital stock of Portec U.K. (the "Portec U.K. Shares"); and (kl) all goodwill associated with All of the Purchased Assets, together with issued and outstanding capital stock of Portec Canada (the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date"Portec Canada Shares").

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Seller shall agrees to sell, convey, assign, convey, transfer and deliver to BuyerPurchaser, and Buyer shall, by payment and delivery of the Purchase Price, Purchaser agrees to purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)at the Closing, all of the right, title and interest of Seller in and to following (the following assets, wherever located (collectively, the “Purchased "Assets”"): (a) Seller's trade fixtures, equipment and tangible assets, whether owned or leased pursuant to the extent assignable under Assumed Leases (as hereinafter defined), including furniture, machinery, tools, furnishings, supplies and other tangible personal property used in the Bankruptcy Code Business, wherever located (including any property held by employees, salesmen or to other representatives of the extent assignment is consented to by Business), including, but not limited to, the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer items set forth on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c1.1(a) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”"Equipment"); (b) all of Seller’s 's good and saleable inventories of supplies and products of the Business as of the Closing, wherever located (including any inventories held by employees, salesmen or other representatives of the Business), including, but not limited to, finished goods, work-in-process, raw materials, supply inventories, spare parts, replacement parts, cores, goods in transit, returns, labels, packaging, containers and other inventories (the "Inventories"); (c) all of Seller's backlog of orders for products sold in the Business not invoiced or shipped prior to the Closing; 2 (d) all of Seller's accounts and notes receivable from customers (including affiliates of Seller) and others for products sold in the Business and all other rights of Seller to payment for goods sold in the Business, whether or not they have been earned by performance or have been written off or reserved against as a bad debt or doubtful account, together with any unpaid interest accrued thereon from the respective obligors and all instruments and other documents of title representing any of the foregoing and any and all other receivables of any and every nature whatsoever; (e) all of Seller's right, title and interest in the motor vehicles listed on Schedule 1.1(e) (the "Vehicles"); (f) that certain 1979 Cessna T206, U.S. Registration No. N735FM (the "Purchased Aircraft"); (g) all of Seller's intellectual property rights, including, but not limited to, customer and vendor lists and files, trade secrets, copyrights, proprietary and technical information, know-how and other trade rights and intangible assets, including all goodwill associated therewith, together with all rights to, and applications, licenses and franchises for, any of the foregoing, relating to the Business (the "Intellectual Property Rights"); (h) all of Seller's right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill i) each of the Business in leases, subleases, licenses and other agreements under which any of Seller uses or has the Intellectual Property Rights are used), and expressly designated right to use tangible personal property set forth on Schedule 2.1 or Schedule 2.5(a); (c1.1(h) any improvements located on and the lease relating to the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same Facility (as hereinafter defined) (collectively, the “Improvements”); "Assumed Leases") and (dii) all each of those items of equipment the contracts and tangible personal property owned by Seller and listed agreements set forth on Schedule 2.11.1(h) (the "Assumed Contracts"), and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business all rights (including rights of refund and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”offset), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1privileges, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Assetdeposits, but in all cases only to the extent of Seller’s interest therein and only to the extent transferableclaims, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action and options relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) Assumed Leases and the Note (as described in Section 3.1(a))Assumed Contracts or any thereof; (i) to the extent legally transferable, all equity interests in of the entities listed on Schedule 2.1 licenses, approvals, certificates, permits and not including equity of Seller; authorizations from any federal, state, local or foreign governmental or regulatory body or authority (jeach, a "Governmental Authority") all note receivables, of any naturerelating to the Business, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing those set forth on September 30, 2005; andSchedule 1.1(i) (the "Permits"); (kj) all of Seller's right, title and interest in and to the names "Aircraft Parts International" and "API" and any names derived from or bearing a resemblance thereto and any related trademarks, trade names, logos, service marks and other trade rights currently owned or used by Seller exclusively in connection with the Business, including all goodwill associated with therewith (the Purchased Assets, "Corporate Name" and together with the right to represent to third parties that Buyer has acquired and is operating Intellectual Property Rights, the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date."Intellectual Property");

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth in this Agreement, at the Closing, : (a) Seller shall agrees to sell, assigntransfer, convey, transfer convey and deliver assign to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, agrees to purchase and acquire from Seller, on the Closing Date (as defined below), all of Seller's right, title and interest in and to all of the assets and properties of Seller described on attached SCHEDULE 1 (collectively, the "PURCHASED ASSETS"), free and clear of all Claims liens and Encumbrances encumbrances whatsoever. (except b) As consideration for Permitted Liens), all the sale of the rightPurchased Assets, title and interest of Seller in and Buyer agrees to issue the following assets, wherever located securities to Seller on the Closing Date (collectively, the “Purchased Assets”"RESTRICTED SECURITIES"): (ai) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreementsshares of common stock, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a$0.001 par value per share ("COMMON STOCK"), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules of Buyer (collectively, the “Assumed Contracts”"SHARES");; and (bii) all a warrant to purchase up to _______ shares of Seller’s rightCommon Stock from Buyer at an exercise price of $4.00 per share, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily which warrant shall be in the Business form attached as EXHIBIT A (including the goodwill of the Business in which any of the Intellectual Property Rights are used"WARRANT"), and expressly designated on Schedule 2.1 or Schedule 2.5(a);. (c) any improvements located on The date of such sale and purchase of Restricted Securities shall be the Leased Real Propertydate hereof (the "CLOSING DATE"). Upon execution of this Agreement, but Seller shall deliver the following to Buyer or its designated representative: (i) the full amount of cash and cash equivalents included in all events only the Purchased Assets (which shall not be less than $________), in the form of cash, a certified check or money order made payable to the extentorder of Buyer, if any, or a wire transfer of immediately available funds to an account designated by Buyer; (ii) a completed and executed general assignment and xxxx of sale in the form attached as EXHIBIT B (the "ASSIGNMENT"); and (iii) a copy of the written resolutions of Seller evidencing approval of the transactions described in this Agreement by each of the partners of Seller in accordance with the partnership agreement of Seller’s interest , which resolutions shall be certified by the managing partners of Seller and shall be in form and substance acceptable to Buyer (the same (collectively, the “Improvements”"CERTIFIED RESOLUTIONS");. (d) As promptly as practicable following the Closing Date, Buyer shall deliver to Seller the Warrant and a certificate evidencing the Shares included in the Restricted Securities; provided that Buyer shall have no obligation to issue such instruments to Seller unless and until all of those items the conditions to closing set forth in Section 2 hereof have been satisfied. Buyer will bear all expenses in connection with the preparation, issuance and delivery of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to instruments representing the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory;Restricted Securities. (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1All deliveries, payments and any other intangible personal property acquired by Seller after the date hereof but prior transactions and documents relating to the Closing Date shall be interdependent and expressly designated by none shall be effective unless and until all are effective. Seller shall, at the reasonable request of Buyer from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as a Purchased Assetmay be reasonably necessary to procure for Buyer, but and its transferees, successors and assigns, or for aiding and assisting in all cases only collecting and reducing to the extent of Seller’s interest therein and only to the extent transferablepossession, together with originals and/or copies of all customer and supplier lists any and all other books, records of the Purchased Assets or otherwise to satisfy and like items pertaining to perform the Business (collectively, the “Intangible Property”);obligations of Seller hereunder. (f) Buyer shall not assume or be liable or responsible for any obligation or liability of Seller of any kind or nature whatsoever (other than those specifically described in the Lease Assignment). Seller shall pay, satisfy and perform all Accounts Receivable andof its obligations, subject to Section 2.2whether fixed, all causes contingent, known or unknown and whether existing as of action relating the Closing Date or pertaining to arising thereafter, or that may affect the foregoing (collectivelyPurchased Assets in any way. Notwithstanding any other provision of this Agreement, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest obligations of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right pursuant to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer this Section shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including survive the Closing Dateand consummation of the transactions contemplated by this Agreement.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, assign and transfer to Buyer and deliver Buyer shall purchase from Seller at the Closing (as defined in Section 4.1) all of Seller's rights, title and interest in and to Buyerthe following assets (paragraphs (a) through (h) below, the "Assets"): (a) The real estate located at Mansfield Downxxxx Xxxxxx, 000 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000; Xxelby Downxxxx Xxxxxx, 00 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxx 00000; xxd Shelxx Xxxxxxxxx Road Office, 155 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 xxxch locations now house the owned Branches; (b) The existing leases for the two leased Branches, copies of which are attached hereto as Exhibit A; (c) All right, title and interest of Seller in and to all furniture, trade fixtures (including without limitation, all leasehold improvements), and Buyer shall, all tangible property owned by payment and delivery of the Purchase Price, purchase and acquire from Seller, free located and clear of all Claims and Encumbrances used at the Branches including but not limited to that property described in Exhibit B (except for Permitted Liensthe "Personal Property"), all of the subject only to those exceptions also noted in that Exhibit; (d) All right, title and interest of Seller in and to the following assets, wherever safe deposit boxes and business located at the Branches and all contracts and other agreements related thereto as of the close of business on the Closing Date (collectively, the “Purchased Assets”): (a) subject to the extent assignable under allocation of the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”safe deposit box rental payments); (be) All loans, if any, described in Exhibit C (the "Loans") which are acceptable to Buyer as of the Closing Date, it being understood that listed Loans not rejected by Buyer in writing at or prior to the Closing shall be deemed accepted by Buyer (which transfer shall be made without any reserve for possible loan losses). The Loans are being transferred to Buyer without recourse to Seller, and Seller disclaims all warranties and representations with respect to the Loans not specifically set forth in this Agreement and which may be implied by law or otherwise, including without limitation, all warranties as to the credit-worthiness of the borrowers and any guarantors and the value of any collateral. Notwithstanding anything in the preceding sentence to the contrary, Seller represents and warrants to Buyer that with respect to each of the Loans, any signature of an obligor or guarantor on any note, evidence of indebtedness, security instrument or other document associated therewith is the true signature of such obligor or guarantor; that with respect to each such Loan, no defense of any party to the Loan or any note, evidence of indebtedness, security instrument or other document associated therewith is good against Seller’s , and that each such Loan is properly secured by the collateral indicated, if any, in the documents relating to such Loan. The representations and warranties of the preceding sentence shall be effective for a two-year period from the Closing Date. Seller has no knowledge of any bankruptcy or insolvency proceedings instituted or threatened with respect to any obligor or guarantor of the Loans. The non-recourse nature of such Loans is of the essence of this Agreement; (f) All Cash (U.S. currency and coin) on hand at the Branches as of the close of business on the Closing Date; (g) All of the books and records (or copies thereof) relating to the Branches which (i) are properly maintained in the ordinary course of business at the Branches, (ii) are reasonably required to comply with all applicable laws, regulations, rules and sound business practices, and (iii) are necessary for Buyer's ownership of the Assets and/or Accounts (the "Records"). In the event Buyer requests, after the Closing Date, in writing, that Seller provide to Buyer information contained in the Records which are retained by Seller insofar as they relate to the operations of the Branches, the Assets and/or Accounts prior to the Closing Date, Seller shall provide such information as soon as reasonably practicable; and (h) All right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30and to all claims, 2005; and (k) all goodwill associated with causes of action, and demands, including warranties against contractors, manufacturers and suppliers relating to the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in of this Agreement, at the Closing, the Seller shall, and shall cause the Selling Subsidiaries to, sell, assign, conveytransfer, transfer convey and deliver to the Buyer, and Buyer shallthe Buyer, by payment in reliance on the representations, warranties and delivery covenants of the Purchase PriceSeller contained herein, shall purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)the Asset Sellers, all of the Asset Sellers’ right, title and interest of Seller interest, direct or indirect, in and to the following all assets, properties and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, primarily or exclusively related to, used or held for use in connection with the Business, as the same shall exist on the Closing Date, whether or not carried or reflected on or specifically referred to in the Seller’s books or financial statements or in the Schedules hereto, other than the Excluded Assets (collectively, the “Purchased Assets”):), in each case free and clear of any Encumbrances other than Permitted Encumbrances, including all of the Asset Sellers’ right, title and interest in and to the following: (a) all assets recorded or reflected on the Balance Sheet (including assets such as Contracts to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”which no value was attributed); (b) all assets acquired by the Seller since the date of Seller’s rightthe Balance Sheet which, title and interest inhad they been held by the Seller on such date, to and under all Intellectual Property Rights owned, licensed would have been recorded or used by Seller primarily in reflected on the Business Balance Sheet (including the goodwill of the Business in assets such as Contracts to which any of the Intellectual Property Rights are usedno value would have been attributed), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any those set forth on Schedule 2.1(b); (c) all assets that would be recorded or reflected on a balance sheet of the Business as of the Closing Date prepared in accordance with GAAP, including, but not limited to, those set forth on Schedule 2.1(c); (d) all Receivables; (e) all Seller Contracts, including but not limited to those Contracts set forth on Schedule 2.1(e); (f) all Seller Intellectual Property, including but not limited to Intellectual Property set forth on Schedule 2.1(f); (g) all rights or interest in respect of Seller in that certain $800,000 note receivable from E Communications Systems maturing all Leased Real Property, including but not limited to all Leased Real Property set forth on September 30Schedule 2.1(g); (h) all Personal Property, 2005; andincluding but not limited to all Personal Property set forth on Schedule 2.1(h); (i) all Inventory, including but not limited to all Inventory set forth on Schedule 2.1(i); (j) all Business Records; (k) all Permits, including but not limited to all Permits set forth on Schedule 2.1(k); (l) all Prepaid Items, including but not limited to all Prepaid Items set forth on Schedule 2.1(l); (m) all Rights; (n) without duplication of any of the foregoing, all of the assets listed on Schedule 2.1(n); and (o) the goodwill associated with and going concern value and other intangible assets, if any, arising from or related to the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens, as set forth on Schedule 2.1 attached hereto), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “"Purchased Assets”"): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s 's rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by the Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), ) or Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “"Assumed Contracts”"); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business Businesses (including the goodwill of the Business Businesses in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s 's interest in the same (collectively, the “"Improvements”"); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.12.1(d), and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the SRM Business and expressly designated by the Buyer as a Purchased Asset (collectively, the “"Personal Property”"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 12.1(e), and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by the Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s 's interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the SRM Business (collectively, the “"Intangible Property”"); (f) all Accounts Receivable generated after the Petition Date generated by the SRM Business or the Conductor Intellectual Property and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “"Receivables”"); (g) all InventoryInventory of the SRM Business; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 2.1(h) and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (ki) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the SRM Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon Subject to the terms and subject to conditions hereof, including the conditions contained in this Agreementassumption by Buyer of the Liabilities, at the Closing, Seller shall will grant, sell, convey, assign, convey, transfer and deliver to Buyer, and Buyer shallwill buy, by payment accept and delivery of the Purchase Price, purchase and acquire receive from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest, free and clear of all Liens (excluding Permitted Liens), as of the Closing Date, in and to the following assets: (a) The real estate owned in fee simple by the Seller and buildings or other improvements thereon located at 3000 Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000 (the "Newburgh Branch") and Seller’s leasehold interest inin and to the real estate, buildings and other improvements and all related option rights, easement rights, and other ancillary rights and privileges (such leasehold interest and related rights and privileges, collectively, the "Assigned Lxxxx Road Lease") located at 3000 Xxxx Xxxxx Xxxx, Evansville, Indiana 47711 (the "Lxxxx Road Branch") (the Newburgh Branch and the Lxxxx Road Branch are sometimes referred to and under all Intellectual Property Rights owned, licensed or used by herein as the "Branches"); (b) All of the personal property of Seller primarily located in the Business Branches consisting of the furniture, fixtures, equipment, on-premises ATMs, security systems, telephone numbers, safe deposit boxes (including keys, but exclusive of contents), vaults, sign structures (exclusive of signage containing any trade name, trademark or service mxxx, if any, of Seller), supplies (excluding any items consumed or disposed of, but including new items acquired or obtained, in the goodwill ordinary course of the Business in which any operation of the Intellectual Property Rights are used)Branches through the Closing Date, and expressly designated on Schedule 2.1 excluding any supplies containing any trade name, trademark or Schedule 2.5(aservice mxxx, if any, of Seller) (collectively, the "Personal Property"); (c) All vault and teller cash, pxxxx cash, on-premises ATM cash, coin on hand, any improvements located on other cash and all cash equivalents at the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same Branches (collectively, the “Improvements”"Cash on Hand"); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior Security deposits applicable to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryBranches; (e) all intangible personal property owned or held Prepaid expenses paid by Seller listed on Schedule 2. 1to the extent that such have continuing value to Buyer, including (without limitation) items such as rents, utility payments, service contract payments, fees for customary annual or periodic licenses or permits, and other prepaid items of income and expense (but not including (without limitation) any other intangible personal prepaid federal deposit insurance premium or any general liability and property acquired by Seller after insurance premiums), in each case as of the date hereof but prior to close of business on the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to (the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”"Prepaid Expenses"); (f) The Loans, including Accrued Interest, all Accounts Receivable andof Seller's interests in the Collateral for the Loans, subject the Loan Files and Loan Documents and all servicing rights related to such Loans pursuant to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”13(b); (g) all InventoryTo the extent assignable, the leases, licenses, contracts and other agreements identified on Schedule 1(g) that relate to the Personal Property located at or associated with the Branches ("Assigned Contracts"); (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))The Safe Deposit Agreements; (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of SellerThe Records; (j) all note receivablesThe rights of action and claims related to the Assets, of any nature, including, but not limited to, any rights or interest except to the extent exclusively relating to Excluded Liabilities; (k) The intangible values associated with the deposit and loan relationships of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005with the customers of the Branches whose Deposit Liabilities and Loans are being and purchased by Buyer hereunder; and (kl) all goodwill associated with The Additional Assets (as defined below), if any. The foregoing assets in (a) through (l) will be referred to collectively as the Purchased "Assets." Notwithstanding the foregoing, together with as used herein, Assets shall not include any of the right following: (a) Seller’s e-mail addresses (although Seller will cause a "bounce-back" email message to represent to third parties that Buyer has acquired and is operating the Business formerly operated by be generated for each Hired Employee's incoming email at Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including 's domain name for six months following the Closing Date, informing the sender of the email (with copy of the bounce-back message being sent to the email address of the Hired Employee at Buyer) that the message to the Hired Employee is not deliverable at the Seller's email address for that former employee and disclosing the updated contact information including new email address and name and address of the branch of Buyer at which the employee then works) or website addresses or information; (b) Real estate owned by Seller other than the Branches, including all improvements, fixtures and other assets located thereon; and (c) all allowance for loan loss and lease accounts as applicable to all Loans, Kick-out Loans, Sold Loan and all other loans. No later than two Business Days prior to the Closing Date, Seller may agree to grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer may agree to purchase and accept from Seller, such additional assets of Seller (including, without limitation, Additional Loans) (collectively, the "Additional Assets") as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the parties and set forth on a schedule of the Additional Assets to be signed by both parties and delivered to each other at the Closing. Such additional consideration for any Additional Assets will be added to the Purchase Price. Seller will not grant, sell, assign, transfer to Buyer and Buyer will not purchase any assets of Seller, other than the Assets, including, without limitation, any loan that would be an Asset were it not included on the Kick-out Loan Schedule delivered by Buyer to Seller at the Closing, a tentative version of which Kick-out Loan Schedule (subject to change by Buyer in its discretion at any time on or before the fifth Business Day prior to the Closing Date) is attached as Schedule 1-KO.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth in this Agreement, at the ClosingClosing (subject to Section 1.6 hereof), Seller shall sell, assign, convey, assign and transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the Seller’s right, title and interest of Seller in and to those rights and assets set forth below, but excluding the following assets, wherever located Excluded Assets (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Property; (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill Cash On Hand as of the Business Closing Date, which, in which any of the Intellectual Property Rights are usedaccordance with Section 2.2(c), and expressly designated on Schedule 2.1 or Schedule 2.5(a)shall be no less than Minimum Cash On Hand; (c) any improvements located other than the Excluded Current Assets, all current assets (other than Cash On Hand) reflected on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same Reference Balance Sheet (collectively, the “ImprovementsPurchased Current Assets”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryAssumed Contracts; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Acquired Personal Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Transferred Intellectual Property; (g) all Inventorythe Books and Records; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))Assumed Software; (i) with respect to the Property, the Seller Permits, and pending applications therefor, to the extent transferable by Law; (j) the Customer Database; (k) Employee Records; (l) to the extent relating to (x) the Purchased Assets or (y) any of the Assumed Liabilities, all equity interests rights, claims, rebates, discounts and credits (including all indemnities, warranties and similar rights), performance and other bonds, security and other deposits, advance payments, and prepaid rents in the entities listed on Schedule 2.1 and not including equity favor of Seller; (jm) subject to Section 1.5(b) and Section 7.15 hereof, if, prior to the Closing Date, the Property is destroyed, damaged or taken in condemnation, the insurance proceeds or condemnation award payable to Seller, or any of its Affiliates or any of their respective Representatives or any transferable or assignable claim for insurance proceeds or condemnation award payable to Seller or any of its Affiliates or any of their respective Representatives with respect thereto; (n) all note receivables, of any natureassets to which Buyer is entitled under the prorations contemplated hereby, including, but not limited towithout limitation, any the proration provisions set forth in ARTICLE III hereof; (o) all Seller’s rights under the Amended Ground Lease; (p) all manufacturers’ and other warranties applicable to the Property or interest the Purchased Assets; (q) other than related to the Excluded Current Assets or as provided for in Section 7.12, claims, deposits, prepayments, prepaid assets, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment of Seller relating to the Business or the Property as of the Closing Date, including any such rights of Seller under any property, casualty, workers’ compensation or, subject to the second proviso in Section 7.15(a)(i), other insurance policy (provided that certain $800,000 note receivable from E Communications Systems maturing on September 30Seller shall not be required to sell, 2005convey, assign or transfer to Buyer any insurance policies but shall instead cancel such policies as provided in Section 7.12); (r) all assets to which Buyer is entitled under the provisions of ARTICLE III hereof; and (ks) any other tangible or intangible assets owned, leased or licensed by Seller (other than the Excluded Assets) which are located at the Property or used in the Business. The Purchased Assets shall be conveyed to Buyer free and clear of all goodwill associated with Liabilities and Liens other than (i) the Assumed Liabilities and (ii) the Permitted Encumbrances. Notwithstanding anything to the contrary herein, any Purchased AssetsAsset which consists of source code, together with the right or any other property which can be transmitted via remote telecommunications, will be delivered to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including on the Closing DateDate via remote telecommunications.

Purchase and Sale of Assets. Upon Subject to the terms and subject conditions hereof and based upon the representations, warranties, covenants and agreements of the parties hereafter set forth, Buyer hereby agrees to the conditions contained in this Agreementpurchase and accept from Seller, at the Closing, and Seller shall agrees to sell, assign, convey, transfer and deliver convey to BuyerBuyer on the Closing Date (as hereinafter defined) except as otherwise set forth in Section 1.2 below and the Exhibits attached hereto, and Buyer shall, by payment and delivery all of the Purchase Priceassets used in or related to the Business Unit, purchase including without limitation, all of the Business Unit related tangible and acquire from Sellerintangible assets, rights, interests and properties of every kind and nature, wherever located and by whomever possessed, owned by Seller as of the date hereof (together with any proceeds thereof or any payment thereon which may be received by Seller subsequent to the date hereof), except as otherwise specifically stated herein, free and clear of all Claims security interests, liens and Encumbrances (except for Permitted Liens)encumbrances, all of the rightincluding, title and interest of Seller in and to the following assets, wherever located (collectivelywithout limitation, the “Purchased Assets”):following: (a) to All Business Unit related real property, machinery and other equipment, telephone systems, vehicles, furniture, fixtures, computers and computer software and fixed assets of Seller of any kind whatsoever, including without limitation those Business Unit related assets reflected on the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer pro forma Balance Sheet of Seller ("Balance Sheet") which reflects only Business Unit related assets as described on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);Exhibit "A" attached hereto. (b) all All catalogues, shipping and office supplies, books of Seller’s right, title account and interest in, other financial records necessary to and under all Intellectual Property Rights owned, licensed or used by Seller primarily useful in the Business (including the goodwill continued operation of the Business Unit, customer lists and vendor lists, Business Unit customer backlogs, telephone numbers and telephone directory listings, the name AMT and any variation thereof, Business Unit patents, copyrights, licenses and rights listed in which Exhibit "B" attached hereto, all rights under any Business Unit contracts subject to consents required for assignment of government contracts, licenses and permits, the Intellectual Property Rights are used)Business Unit of Seller as an operating business, and expressly designated on Schedule 2.1 or Schedule 2.5(a);all Business Unit related intangible assets of Seller of any kind whatsoever. (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, All other Business Unit related assets property and rights of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any naturekind whatsoever, including, but not limited to, any rights or interest of Seller in that certain $800,000 note tax refunds, accounts receivable from E Communications Systems maturing on September 30, 2005; andand prepaid expenses. (kd) all goodwill associated All Business Unit related inventories of supplies, merchandise, packaging and promotional materials including raw material, works in process and finished goods as attached in Exhibit H. (e) All Business Unit related intellectual property rights. The assets, property and rights to be transferred to Buyer by Seller hereunder on the Closing Date are hereafter sometimes called the "Assets". Notwithstanding the foregoing, it is expressly agreed that Seller shall be entitled to use the name American Microwave Technology but not the name AMT in connection with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired assets and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts liabilities it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Dateretains.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the ClosingClosing and effective at the Closing Time, Seller the Vendor shall sell, assign, conveytransfer, transfer convey and deliver to Buyerthe Purchaser, and Buyer shall, by payment and delivery of the Purchase Price, Purchaser shall purchase and acquire from Sellerthe Vendor, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of SellerVendor’s right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or used by Seller primarily in the Business mixed, tangible or intangible (including the goodwill of the Business in which any of the Intellectual Property Rights are usedgoodwill), wherever located and expressly designated on Schedule 2.1 whether now existing or Schedule 2.5(ahereafter acquired (other than the Excluded Assets); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Purchased Assets”), including the following: (a) all accounts or notes receivable held by the Vendor, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”), but excluding any trade accounts or notes receivable held by the Vendor relating to any Excluded Contract; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, excluding any Customer Supplied Materials (“Inventory”); (c) all Contracts relating to the Business, including IP Agreements, the Leases and those Contracts set forth in Section 2.01(c) of the Disclosure Schedules and including any Contracts relating to Projects in Backlog and including any Project bids that have been submitted but not awarded and any Project commitments (the “Assigned Contracts”), but excluding any Excluded Contracts; (d) all IP Assets; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”); (f) all Accounts Receivable andPermits, subject to including Environmental Permits, which are held by the Vendor and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed in Section 2.2, all causes 4.17(b) and Section 4.18(b) of action relating or pertaining to the foregoing (collectively, the “Receivables”)Disclosure Schedules; (g) all Inventoryrights to any Actions of any nature available to or being pursued by the Vendor Parties to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (h) all cashprepaid expenses of the Business, cash equivalentsincluding any credits, prepaid expensesadvance payments, deposits security, refunds, rights of recovery, deposits, and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))other charges; (i) all equity interests in of the entities listed on Schedule 2.1 Vendor’s rights under warranties, indemnities and not including equity of Sellerall similar rights against third parties to the extent related to any Purchased Assets; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andBenefit Plans and assets attributable thereto; (k) all goodwill associated with insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased AssetsAssets or the Assumed Liabilities; (l) originals, together or where not available, copies, of all books and records, including machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, Project files, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the right to represent to third parties that Buyer has acquired IP Assets and is operating the Business formerly operated by Seller. On or before September 15IP Agreements (collectively, 2005, Buyer shall notify Seller the “Books and Records”); and (m) all goodwill and the going concern value of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, and the applicable Buyer shall, designated by payment and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of ETC all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to, and Buyers shall purchase, accept and receive, all assets, properties and rights (contractual or otherwise) and business of every kind and description, wherever located, personal or mixed, tangible or intangible, owned, held or used by Seller as the same shall exist on the Closing Date, including all of the assets shown on the Most Recent Balance Sheet and not disposed of in the Ordinary Course of Business after the date thereof, and all of the assets of Seller related principally to the following Transferred Business acquired by Seller on or after the date hereof, but excluding the Excluded Assets (all such assets, wherever located (collectivelyproperties and rights, excluding the “Excluded Assets, collectively referred to herein as the "Purchased Assets”):"). The Purchased Assets include: (a) to All equipment, Computer Systems (including the extent assignable under Sterling Processing and Record Keeping ("S.P.A.R.K.") computer system), furniture, data and telephone equipment supplies, and other tangible personal property of Seller, including the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer personal property listed on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c2.1(a) or Schedule 2.2 and (other than any exhibits to such schedules (collectively, listed personal property disposed of in the “Assumed Contracts”Ordinary Course of Business); (b) all of Seller’s right, title and interest in, The Permits held by or issued to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights that are used), and expressly designated listed on Schedule 2.1 or Schedule 2.5(a2.1(b);. (c) any improvements located on the Leased Real PropertyAll Seller Intellectual Property held by Seller, but in including all events only software and source code related to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”S.P.A.R.K. computer system and all other Seller Intellectual Property listed on Schedule 2.1(c); (d) All Custodial Rights and all of those items of equipment other claims and tangible personal property owned by rights under the Custodial Agreements and under all other Contracts to which Seller is a party, including the Real Property Leases and the Contracts listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”2.1(d), provided that the Personal Property shall not include the Inventory; (e) all All accounts receivable and notes receivable, deposits, prepaid expenses and other miscellaneous tangible and intangible personal property owned or held by Seller assets of Seller, including accounts receivable listed on Section 4.20(a) of the Disclosure Schedule 2. 1, and any other intangible personal property acquired by Seller after (subject to changes therein since the date hereof but prior to of the Closing Date and expressly designated by Buyer as a Purchased Asset, but Most Recent Balance Sheet in all cases only to the extent Ordinary Course of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”Business); (f) All information, files, correspondence, records, data, plans, reports and recorded knowledge of Seller, including all Accounts Receivable andCustodial Files and other customer, subject to Section 2.2vendor, and price and mailing lists; and all causes of action relating or pertaining other information and records related to the foregoing (collectivelyoperation and maintenance of the Transferred Business and/or the Purchased Assets, the “Receivables”)in whatever media retained or stored, including computer programs and disks; (g) all InventoryThe bank accounts of Seller used for Customer Deposits, which are set forth on Schedule 2.1(g) (the "Customer-Related Bank Accounts"); (h) all cash, cash equivalents, prepaid expenses, deposits The name "Sterling Trust Company" and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))any related or derivative trade names or trade marks; (i) all equity interests in the entities listed on Schedule 2.1 and not including equity All goodwill of Seller;; and (j) all note receivablesAll other assets, of any nature, including, but not limited to, any properties and rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing are listed on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateSchedule 2.1(j).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which relate to, or are used by Seller primarily or held for use in connection with, the University, in each case other than the Excluded Assets (collectively, the “Purchased Assets”), including the following: (a) an amount in cash equal to two hundred million dollars ($200,000,000) (the “Closing Date Balance Sheet Cash”); (b) all Current Assets as of the Closing, including any restricted cash as reflected in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)Closing Working Capital; (c) any improvements located on the Leased Real Propertyall accounts or notes receivables, but in all events only to the extent, if any, trade receivables or other receivables of Seller’s interest in , and any security, claim, remedy or other right related to any of the same foregoing (collectively, the “ImprovementsAccounts Receivable”); (d) all of those items of equipment Contracts to which (i) Seller is a party and tangible personal property owned by Seller and listed on Schedule 2.1(ii) a Related Contracting Party is a party, and in each case, other than any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset Excluded Contracts (collectively, the “Personal PropertyAssigned Contracts”), provided that the Personal Property shall not include the Inventory; (e) all intangible Benefit Plans and assets attributable thereto other than the Equity Plan and the Deferred Compensation Plan; (f) all Licensed Intellectual Property and Intellectual Property Assets, and all rights to sue for, settle and release past, present and future infringement under any of the Intellectual Property Assets, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; (g) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Tangible Personal Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cashleaseholds and subleaseholds in the Leased Real Property, cash equivalentstogether with all improvement, prepaid expenses, deposits fixtures and reserves, except for the Cash Consideration appurtenances thereto (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)“Transferred Leased Real Property”); (i) all equity interests in Insurance Policies and any rights, claims, or causes of action under such Insurance Policies to the entities listed on Schedule 2.1 extent legally and not including equity of Sellervalidly assignable to Buyer; (j) all note receivablesPermits, including Environmental Permits, which are held by Seller and required for the conduct of any naturethe operations of the University as currently conducted or for the ownership and use of the Purchased Assets, including, but not limited to, any rights or interest of solely to the extent such Permits are transferable by Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andaccordance with applicable Law; (k) all goodwill associated with rights to any Actions of any nature available to or being pursued by Seller to the extent related to the University, the Purchased AssetsAssets or the Assumed Liabilities, together with whether arising by way of counterclaim or otherwise; (l) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the right to represent to payment of non-income Taxes); (m) all of Seller’s rights under warranties, indemnities and all similar rights against third parties that to the extent related to any Purchased Assets; (n) all of Seller’s insurance benefits, including rights and proceeds; (o) the Books and Records; (p) if Buyer has acquired so elects pursuant to Section 8.26 (Certain Other Investments), the ETM Interests; and (q) all goodwill and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller going concern value of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateUniversity.

Purchase and Sale of Assets. Upon Subject to the terms and subject conditions hereof and based upon the representations, warranties, covenants and agreements of the parties hereafter set forth, Buyer hereby agrees to the conditions contained in this Agreementpurchase and accept from Seller, at the Closing, and Seller shall agrees to sell, assign, convey, transfer and deliver convey to BuyerBuyer on the Closing Date (as hereinafter defined) except as otherwise set forth in Section 1.2 below and the Exhibits attached hereto, and Buyer shall, by payment and delivery all of the Purchase Priceassets used in or related to the Business Unit, purchase including without limitation, all of the Business Unit related tangible and acquire from Sellerintangible assets, rights, interests and properties of every kind and nature, wherever located and by whomever possessed, owned by Seller as of the date hereof (together with any proceeds thereof or any payment thereon which may be received by Seller subsequent to the date hereof), except as otherwise specifically stated herein, free and clear of all Claims security interests, liens and Encumbrances (except for Permitted Liens)encumbrances, all of the rightincluding, title and interest of Seller in and to the following assets, wherever located (collectivelywithout limitation, the “Purchased Assets”):following: (a) to All Business Unit related real property, machinery and other equipment, telephone systems, vehicles, furniture, fixtures, computers and computer software and fixed assets of Seller of any kind whatsoever, including without limitation those Business Unit related assets reflected on the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer pro forma Balance Sheet of Seller ("Balance Sheet") which reflects only Business Unit related assets as described on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);Exhibit "A" attached hereto. (b) all All catalogues, shipping and office supplies, books of Seller’s right, title account and interest in, other financial records necessary to and under all Intellectual Property Rights owned, licensed or used by Seller primarily useful in the Business (including the goodwill continued operation of the Business Unit, customer lists and vendor lists, Business Unit customer backlogs, telephone numbers and telephone directory listings, the name AMT and any variation thereof, Business Unit patents, copyrights, licenses and rights listed in which Exhibit "B" attached hereto, all rights under any Business Unit contracts subject to consents required for assignment of government contracts, licenses and permits, the Intellectual Property Rights are used)Business Unit of Seller as an operating business, and expressly designated on Schedule 2.1 or Schedule 2.5(a);all Business Unit related intangible assets of Seller of any kind whatsoever. (c) any improvements located on the Leased Real PropertyAll other Business Unit related assets, but in all events only to the extent, if any, property and rights of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any naturekind whatsoever, including, but not limited to, any rights or interest of Seller in that certain $800,000 note tax refunds, accounts receivable from E Communications Systems maturing on September 30, 2005; andand prepaid expenses. (kd) all goodwill associated All Business Unit related inventories of supplies, merchandise, packaging and promotional materials including raw material, works in process and finished goods as attached in Exhibit H. (e) All Business Unit related intellectual property rights. The assets, property and rights to be transferred to Buyer by Seller hereunder on the Closing Date are hereafter sometimes called the "Assets". Notwithstanding the foregoing, it is expressly agreed that Seller shall be entitled to use the name American Microwave Technology but not the name AMT in connection with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired assets and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts liabilities it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Dateretains.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Seller shall agrees to sell, convey, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery as of the Purchase Price, purchase and acquire from SellerEffective Time, free and clear of any and all Claims Liabilities, claims, liens, restrictions on transfer and Encumbrances encumbrances (except for the Assumed Liabilities and Permitted Liens, if any), and Buyer agrees to purchase from Seller, only the assets of the Business listed below, whether tangible, intangible, real, personal or mixed, and wherever located, all of the right, title and interest of Seller which are collectively referred to in and to the following assets, wherever located (collectively, this Agreement as the “Purchased Assets”): : (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1used in the Business, and any other including the tangible personal property acquired by Seller after identified on Schedule 2.01(a), other than the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset Excluded Tangible Personal Property (collectively, the “Tangible Personal Property”); (b) all Intellectual Property owned or purported to be owned by Seller and used in the Business, provided that including the Personal Intellectual Property shall not include identified on Schedule 2.01(b), other than the Inventory; Excluded IP Rights (the “Assigned Intellectual Property”); (c) all rights to any Intellectual Property licensed by Seller from a third party and used in the Business, including the Intellectual Property identified on Schedule 2.01(c), (the “Licensed Intellectual Property”); (d) all Business Software, including those identified on Schedule 2.01(d) attached hereto, but excluding the Excluded Software (the “Assigned Software”); (e) all intangible personal property owned or held by rights of Seller listed to provide Business services to those certain customers specifically set forth on Schedule 2. 12.01(e) (collectively referred to as the “Customers”), whether such rights arise under oral or written contracts or otherwise, and any other intangible personal property acquired by all rights of Seller after the date hereof but prior in and to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining contracts as set forth on Schedule 2.01(e) (collectively referred to the Business (collectively, as the “Intangible PropertyCustomer Contracts”); ; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining Permits related to the foregoing (collectivelyBusiness, the “Receivables”)excepting only those which by law or by their terms are non-transferable and those which have expired; (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon the terms and subject The Seller agrees to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and the Buyer shallagrees to purchase from the Seller at the Closing, by payment subject to the exclusions contained in §2.2 and delivery of subject to and upon the Purchase Price, purchase other terms and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)conditions contained herein, all of the Seller's right, title and interest of Seller in and to the following assets, wherever located properties and rights of the Seller free and clear of any Liens (collectively, the “Purchased "Acquired Assets”):"), and no other properties or assets of the Seller: (a) all tangible assets of the Seller located at the HES Facility and used or held for use in the production of the Products for sale to Buyer or Intraop (other than Inventory that have been disposed of in the Ordinary Course of Business prior to the extent assignable under the Bankruptcy Code or to the extent assignment is consented Closing) and identified on Schedule 2.1(a), which shall be agreed to by the third party or third parties Buyer and Seller prior to such agreements, Seller’s rights under any customer purchase orders Closing and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);attached hereto. (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily described in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)3.9; (c) any improvements located on the Leased Real Property, but in all events only Contractual Obligations relating to the extentDivision Assets (the "Assigned Contracts") described below: (1) The lease, if anydated as of June 24, of Seller’s interest 2003, by and between Shoreline Park, LLC and American Science & Engineering, Inc. for the premises located at 0000 Xxxxxxxxx Xxx, Xxxxxxxx Xxxx, Xxxxxxxxxx (the "HES Facility Lease"); (2) Quotation from American Science and Engineering, Inc. to Intraop Medical, Inc. dated December 5, 2003 and related Purchase Order from Intraop Medical, Inc. to American Science and Engineering, Inc. dated December 29, 2003 (together the "Intraop Agreement"); (3) The purchase commitments relating to any customer orders assumed by Buyer as set forth in Schedule 2.1(c)(3) (the same (collectively, the “Improvements”"Purchase Commitments"); (d) all of those items of equipment licenses, franchises, permits, agreements, waivers and tangible personal property owned authorizations issued by governmental authorities held or used by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after primarily in connection with the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory;Division Assets; and (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateDivision Documentation.

Purchase and Sale of Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller the Selling Entities shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by Buyer’s payment and delivery of the Purchase Price, purchase and acquire from Sellerthe Selling Entities, all of the Selling Entities’ right, title and interest, free and clear of all Claims and Encumbrances (except for other than Permitted LiensEncumbrances), in and to all of the rightproperties, title rights, interests and interest other tangible and intangible assets of Seller the Selling Entities (wherever located and whether or not required to be reflected on a balance sheet prepared in and accordance with GAAP), including any assets acquired by the Selling Entities after the date hereof but prior to the following assets, wherever located Closing (collectively, the “Purchased Acquired Assets”); provided, however, that the Acquired Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Acquired Assets shall include the following (except to the extent expressly listed or otherwise included as an Excluded Asset): (a) all Cash, including all Store-Level Cash, other than Retained Cash, of the Selling Entities as of the Closing; (b) all Accounts Receivable of the Selling Entities as of the Closing; (c) all Inventory, Merchandise, Display Merchandise, supplies and materials of the Selling Entities as of the Closing, including all rights of the Selling Entities to receive such Inventory, Merchandise, Display Merchandise, supplies and materials which are on order as of the Closing; (d) without duplication of the above, and subject to the allocation and reimbursement provisions set forth in Section 7.17, all restricted cash deposits of the Selling Entities held by any party and relating to the Acquired Assets, all Credit Card Deposits, all royalties, advances, prepaid and deferred assets (including prepaid Taxes but excluding prepaid income Taxes or Taxes that the Selling Entities are responsible for hereunder), security and other deposits, prepayments and other current assets of the Selling Entities as of the Closing relating to the Acquired Assets (but excluding all interests in the Excluded Insurance Policies and all of the foregoing relating to the Excluded Assets, including Contracts that are not Assumed Contracts, including but not limited to (i) prepaid expenses and deposits attributable to any open purchase orders and Inventory, (ii) subject to Section 2.2(k), prepaid charges and deposits in respect of telephone, electricity, water and sewer and other utilities provided to the real property leased under the Assumed Contracts, (iii) prepaid common area maintenance expenses relating to the real property leased under the Assumed Contracts, to the extent assignable under in respect of periods on or after the Bankruptcy Code Closing Date, and (iv) ordinary holdbacks (including ordinary credit card holdback payments or to protection reserves); (e) the extent assignment is consented to by Non-Real Property Contracts, the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Real Property Leases and Real Property Leases expressly designated the Additional Assumed Contracts to be assumed by the Selling Entities and assigned to Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 pursuant to the Confirmation Order and any exhibits to such schedules Section 2.5 (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Seller IP; (g) all Inventorythe purchase orders, identified by Xxxxx in a written notice to Seller not later than one (1) Business Day prior to the Closing Date, entered into in the ordinary course of business consistent with past practice with suppliers that are open as of the Closing Date for delivery of goods and services for materials, supplies or other items used in connection with the ownership, operation and/or management of the Business at the Stores subject to the Assumed Contracts (the “Assumed Purchase Orders”); (h) all cashitems of machinery, cash equivalentsequipment, prepaid expensessupplies, deposits and reservesfurniture, except for fixtures, leasehold improvements (to the Cash Consideration (as described in Section 3.1(b)extent of the Selling Entities’ rights to any leasehold improvements under the Assumed Contracts) and other tangible personal property and fixed assets owned by the Note (Selling Entities as described of the Closing, together with all rights of the Selling Entities under warranties and licenses received in Section 3.1(a))connection therewith; (i) all equity interests books, records, information, files, data and plans (whether written, electronic or in any other medium), advertising and promotional materials and similar items of the entities listed on Schedule 2.1 Selling Entities as of the Closing, including customer and supplier lists, mailing lists, sales and promotional literature, other sales-related materials related to the Acquired Assets, and, to the extent not including equity of Sellerprohibited under applicable Law, all files and data related to the Transferred Employees (collectively, the “Documentary Materials”); (j) all note receivables, of any nature, including, but not limited to, any rights claims (including claims for past infringement or interest misappropriation of Seller IP) and causes of action (other than, in each case, to the extent related solely to the Excluded Assets) of the Selling Entities as of the Closing (regardless of whether or not such claims and causes of action have been asserted by the Selling Entities), including all claims and causes of action that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005any of the Selling Entities may have (1) against the Selling Entities’ Representatives and; and(2) under Chapter 5 of the Bankruptcy Code; (k) all goodwill associated with the Purchased Business or the Acquired Assets, together including all goodwill associated with Seller IP and all rights under any confidentiality agreements executed by any third party for the right benefit of any of the Selling Entities to represent the extent relating to the Acquired Assets; (l) all rights of the Selling Entities under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Current Employees, Former Employees, Excluded Employees, Transferred Employees or current or former directors, consultants, independent contractors and agents of any of the Selling Entities or any of their Affiliates or with third parties that Buyer has acquired to the extent primarily relating to the Acquired Assets (or any portion thereof); (m) all of the Permits related to the Acquired Assets, to the extent such Permits may be assigned to Buyer; (n) the amount of, and is operating all rights to any, insurance claims made, or insurance proceeds received, by or on behalf of any of the Selling Entities in respect of (i) the loss, destruction or condemnation of any Acquired Assets or (ii) any Assumed Liabilities in each case for events and claims occurring prior to the Closing; (o) pursuant and subject to Section 2.1(n) herein, all rights under or arising out of insurance policies held by the Selling Entities in respect of the Business formerly operated by Selleror the Acquired Assets; (p) any rights, demands, claims, credits, allowances, rebates (including any vendor or supplier rebates), and rights of setoff (other than against the Selling Entities) arising out of or relating to any of the Acquired Assets as of the Closing (but excluding all interests in the Excluded Insurance Policies); (q) all telephone and facsimile numbers, web sites, web domain names and addresses; (r) all rights of the Selling Entities’ in and to (i) the company headquarters location located at the address of the Selling Entities provided in Section 10.3(a) and (ii) all warehouse and distribution facilities of the Selling Entities; and (s) all other assets to which the Selling Entities have any right, title or interest that are related to, used in connection with or are necessary for the ownership, operation and/or management of the Acquired Assets, the Business and the Stores governed under the Assumed Contracts. On Notwithstanding anything herein, including in Section 2.1, Section 2.2 or before September 15in any Schedule that lists Acquired Assets, 2005Excluded Assets, Assumed Liabilities or Excluded Liabilities, to the contrary, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain have the right in, its sole discretion, to amend or accept (x) reject any of the schedule Acquired Assets by providing written notice to the Selling Entities of Assumed Contracts up its election to and including reject any such assets until the date that is one (1) Business Day prior to the Closing Date, in which event such assets shall be deemed Excluded Assets for purposes of this Agreement, and (y) add any of the Excluded Assets to the list of Acquired Assets by providing written notice to the Selling Entities of its election to add any such assets until the date that is two (2) Business Days prior to the Auction (provided that if the Auction does not occur because there are no Qualified Bidders, then Buyer may provide written notice of its election to add any such assets until the date that is one (1) Business Days prior to the Closing Date), in which event such Excluded Assets shall be deemed Acquired Assets for purposes of this Agreement.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall Sellers hereby sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire hereby purchases from SellerSellers, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s Sellers’ right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used by Seller primarily or held for use in connection with, the Purchased Business (collectively, the “Purchased Assets”), including, without limitation, the following (but, in each case, not including the goodwill of the Business in which any of the Intellectual Property Rights are used)Excluded Assets): (a) all accounts or notes receivable held by Sellers, regardless whether arising from the Purchased Business or the Non-Purchased Business, and expressly designated on Schedule 2.1 any security, claim, remedy or Schedule 2.5(aother right related to any of the foregoing (“Accounts Receivable”); provided, that the “Accounts Receivable” do not include any accounts or notes receivable held by or arising from the business of any Excluded Subsidiary; (b) all inventory, finished goods, raw materials, chemicals, aggregates, work in progress, packaging, supplies, parts and other inventories held for sale or use in the Purchased Business (“Inventory”); (c) any improvements located all Contracts, including pending customer purchase orders and including Intellectual Property Agreements, set forth on Section 1.01(c) of the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same Disclosure Schedules (collectively, the “ImprovementsAssigned Contracts”); (d) all of those items of equipment furniture, fixtures, equipment, mixing plants, batch plants, tanks and tangible personal property owned by Seller containers, machinery, tools, vehicles (including mixing trucks, hauling trucks and listed on Schedule 2.1light vehicles (collectively, the “Vehicles”)), office equipment, supplies, computers, telephones and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date property, in each case, which is used in the Purchased Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Tangible Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, Transferred Real Property and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Transferred Water Rights; (f) all Accounts Receivable andPermits, subject including Environmental Permits, which are transferrable to Section 2.2, all causes Buyer (if any) and which are held by Sellers and required for the conduct of action relating the Purchased Business as currently conducted or pertaining to for the foregoing (collectively, ownership and use of the “Receivables”)Purchased Assets; (g) all Inventory;Intellectual Property Assets, including all rights to the name “Transit Mix Concrete Company” and variations thereof and the URL xxxxxxxxxx.xxx. (h) all cashrights to any Actions of any nature available to or being pursued by Sellers to the extent related to the Purchased Business, cash equivalentsthe Purchased Assets or the Assumed Liabilities, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))whether arising by way of counterclaim or otherwise; (i) all equity interests prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, sand royalties, charges, sums and fees (including any such item relating to the payment of Taxes), in each case, arising from the entities listed on Schedule 2.1 and not including equity of SellerPurchased Business; (j) all note receivablesof Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) originals, or where not available, copies, of any natureall books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any rights or interest Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30sale, 2005sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”) relating to the Purchased Business; and (kl) all goodwill associated with and the going concern value of the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the ClosingClosing (as hereinafter defined), Seller shall sell, assign, convey, transfer and deliver Sellers agree to Buyersell to Purchasers, and Buyer shall, by payment and delivery of the Purchase Price, Purchasers agree to purchase and acquire from SellerSellers, free and clear of any and all Claims liens, mortgages, charges, security interests, claims, restrictions, easements and Encumbrances encumbrances of any kind or nature whatsoever (except for Permitted collectively, “Liens”) (other than the Assumed Liabilities), all of the Sellers’ right, title and interest of Seller in and to the following assets, wherever located assets of Sellers used or usable in connection with the Business (collectively, the “Purchased Assets”):). Sellers shall retain, and Purchasers shall have no right or interest in or to, any of the Excluded Assets (as hereinafter defined). (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreementsthat certain Daily Grill Restaurant Management Agreement, Seller’s rights under any customer purchase orders dated as of July 30, 1998, among CapStar Georgetown Company, L.L.C., a Delaware limited liability company, HRP and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules GCI (collectively, the “Assumed ContractsGeorgetown Management Agreement”); (b) all that certain Daily Grill Restaurant Management Agreement, dated as of Seller’s rightFebruary 5, title 2001, among Handlery Hotel, Inc., a California corporation, HRP Management and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in GCM (the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a“SF Management Agreement”); (c) any improvements located on the Leased Real Propertythat certain Daily Grill Restaurant Management Agreement, but in all events only to the extentdated as of June 13, if any2002, of Seller’s interest in the same among Post Oak Westin Hotel Company, HRP Management and GCM (collectively, the “ImprovementsHouston Management Agreement”); (d) all that certain Daily Grill Restaurant Management Agreement, dated as of those items of equipment May 13, 2003, among Portland Hotel, LLC, an Oregon limited liability company, HRP Management and tangible personal property owned by Seller GCM (the “Portland Management Agreement” and, together with the Georgetown Management Agreement, the SF Management Agreement and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectivelyHouston Management Agreement, the “Personal PropertyPurchased Agreements”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1of the issued and outstanding capital stock of Daily Grill Houston Beverage, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as Inc., a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business Texas corporation (collectively, the “Intangible PropertyBeverage Co.”); (f) all Accounts Receivable andaccounts receivable, subject to Section 2.2, all causes of action relating or pertaining notes receivable and other rights to the foregoing (collectivelypayment of money relating to the Purchased Agreements which accrue after the Effective Date, whether or not evidenced by a writing or reflected on the “Receivables”)balance sheet of Sellers; (g) copies of all Inventoryrecords and books of account relating to the Business; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for goodwill associated with the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a));Business; and (i) all equity interests other tangible and intangible property used in the entities listed on Schedule 2.1 and not including equity operation of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On (other than as set forth in Section 1.2 below) not specifically listed above, whether now existing or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Datehereafter acquired.

Purchase and Sale of Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller the Selling Entities shall sell, assign, convey, transfer and deliver to Buyerthe Buyer and/or one or more Buyer Designees, and the Buyer and/or such Buyer Designees shall, by the Buyer’s and/or such Buyer Designees’ payment and delivery of the Purchase Price, purchase and acquire from Sellerthe Selling Entities, all of the Selling Entities’ right, title and interest, free and clear of all Claims and Encumbrances (except for other than Permitted LiensEncumbrances), in and to all of the rightproperties, title rights, interests and interest other tangible and intangible assets of Seller in and to the following assets, Selling Entities (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP) (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to ), including any assets acquired by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller Selling Entities after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectivelyClosing; provided, the “Personal Property”)however, provided that the Personal Property Purchased Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include the following (except to the extent listed or otherwise included as an Excluded Asset): (a) all Cash of the Selling Entities as of the Closing; (b) all Accounts Receivable of the Selling Entities as of the Closing; (c) all Inventory, supplies, materials and spare parts of the Selling Entities as of the Closing, including all rights of the Selling Entities to receive such Inventory, supplies, materials and spare parts that are on order; (d) without duplication of the above, all royalties, advances, prepaid assets (excluding prepaid income Taxes), security and other deposits, prepayments and other current assets relating to the Business, the Assumed Agreements and the Assumed Real Property Leases, in each case of the Selling Entities as of the Closing (but excluding all interests in the Excluded Insurance Policies and all prepaid assets relating to Contracts that are not Assumed Agreements or Assumed Real Property Leases as of the Closing); (e) all intangible personal property owned Domestic Non-Real Property Contracts that have been assumed and assigned to the Buyer and/or one or held by Seller listed on Schedule 2. 1more Buyer Designees pursuant to Section 2.5 (the “Assumed Domestic Agreements”), and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Assumed Canadian Agreements; (f) all Accounts Receivable andDomestic Real Property Leases that have been assumed and assigned to the Buyer and/or one or more Buyer Designees, subject as amended prior to the applicable Designation Deadline with the Buyer’s prior written consent, pursuant to Section 2.2, all causes of action relating or pertaining to the foregoing 2.5 (collectively, the “ReceivablesAssumed Domestic Real Property Leases”), and all Assumed Canadian Real Property Leases; (g) all InventorySeller IP; (h) all cash, cash equivalents, prepaid expenses, deposits open purchase orders with customers and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))suppliers; (i) all equity interests in items of machinery, equipment, supplies, furniture, fixtures, leasehold improvements (to the entities listed on Schedule 2.1 extent of the Selling Entities’ rights to any leasehold improvements under the Assumed Real Property Leases) and not including equity other tangible personal property and fixed assets owned by the Selling Entities as of Sellerthe Closing; (j) all note receivablesbooks, records, information, files, data and plans (whether written, electronic or in any other medium), advertising and promotional materials and similar items of the Selling Entities as of the Closing (except as otherwise described in Section 2.2), including customer and supplier lists, mailing lists, sales and promotional literature, other sales related materials related to the Business and, to the extent Buyer elects under Section 7.7(a)(ii) to assume any natureCanadian Benefit Plan, includinginformation and records as may be reasonably required to administer such Canadian Benefit Plan, but and, to the extent not limited toprohibited under applicable Law, any rights or interest of Seller all files and data related to the Transferred Employees (collectively, the “Documentary Materials”), in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andeach case subject to Section 7.18(c); (k) all real property owned by the Selling Entities as of the Closing (collectively, the “Owned Real Property”) listed on Schedule 2.1(k); (l) all of the stock or other equity interests owned by the Selling Entities in the Acquired Subsidiary and the Japanese JV (the “Equity Interests”); (m) all claims (including claims for past infringement or misappropriation of Seller IP) and causes of action (other than, in each case, to the extent related to Excluded Assets or Excluded Liabilities) of the Selling Entities as of the Closing against Persons other than the Selling Entities (regardless of whether or not such claims and causes of action have been asserted by the Selling Entities) and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, including rights to insurance proceeds, possessed by the Selling Entities as of the Closing (regardless of whether such rights are currently exercisable) to the extent related to the Purchased Assets; (n) all goodwill associated with the Business or the Purchased Assets, together including all goodwill associated with the right Seller IP and all rights under any confidentiality agreements executed by any third party for the benefit of any of the Selling Entities to represent the extent relating to the Business; (o) all rights of the Selling Entities under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Current Employees, Former Employees or current or former directors, consultants, independent contractors and agents of any of the Selling Entities or any of their Affiliates or with third parties that Buyer has acquired and is operating to the extent primarily relating to the Business formerly operated or the Purchased Assets (or any portion thereof); (p) all of the rights and benefits accruing under all Permits, all deposits and prepaid expenses (excluding prepaid income Taxes) held by Seller. On third parties and/or, to the extent transferable, any Governmental Authority and, to the extent transferable, all bank and deposit accounts; (q) except for any such amounts required to be paid to any other Person under any Order of the Bankruptcy Court or before September 15the Canadian Court relating to any debtor-in-possession financing obtained by the Selling Entities, 2005the amount of, Buyer shall notify and all rights to any, insurance proceeds received by any of the Selling Entities (other than any amounts or rights to any insurance proceeds received under any Excluded Insurance Policy) after the date hereof in respect of (i) the loss, destruction or condemnation of any Purchased Assets of a type set forth in Section 2.1(c), (i), (j) or (k), occurring prior to, on or after the Closing or (ii) any Assumed Liabilities; (r) any rights, demands, claims, credits, allowances, rebates (including any vendor or supplier rebates), or rights of setoff (other than against the Selling Entities) arising out of or relating to any of the Purchased Assets as of the Closing (but excluding all interests in the Excluded Insurance Policies); (s) all prepaid and deferred items (including prepaid real property tax but excluding prepaid income Taxes) that relate to the Business or the Purchased Assets as of the Closing, including all prepaid rentals and unbilled charges, fees and deposits (but excluding all interests in the Excluded Insurance Policies); (t) to the extent transferable, all current and prior insurance policies of any of the Selling Entities that relate to the Purchased Assets or Assumed Liabilities, and all rights and benefits of any of the Selling Entities of any nature (except for any rights to insurance recoveries thereunder required to be paid to other Persons under any Order of the Bankruptcy Court or the Canadian Court relating to any debtor-in-possession financing obtained by the Selling Entities) with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, but excluding (i) all interests in the Excluded Insurance Policies and (ii) all interests in any bonds maintained under Section 412 of ERISA and in any insurance policies relating to Seller Benefit Plans, in the case of clause (ii), solely to the extent they relate to any assets or liabilities of any of the Seller Benefit Plans which Contracts it intends are Excluded Assets or Excluded Liabilities; (u) any rights, claims or causes of action as of the Closing of any Selling Entity relating to assume as or arising against suppliers, vendors, merchants, manufacturers, counterparties to leases, counterparties to licenses, and counterparties to any Assumed Contracts; providedAgreement or Assumed Real Property Lease in respect of the assets, howeverproperties, that Buyer shall retain the right conduct of business or operations of such Selling Entity arising out of events occurring on or prior to amend or accept the schedule of Assumed Contracts up to and including the Closing Date, excluding any rights, claims or causes of action under chapter 5 of the Bankruptcy Code and any rights, claims or causes of action that relate to any Excluded Assets or Excluded Liabilities; (v) all other assets that are related to or used in connection with the Business and that are owned by any Selling Entity as of the Closing; and (w) solely to the extent the Buyer elects under Section 7.7(a)(ii) to assume any Canadian Benefit Plan, such Canadian Benefit Plan and, to the extent not prohibited by applicable Law, any right, title or interest in any assets of or relating thereto.

Purchase and Sale of Assets. Upon the terms The Sellers agree to sell and subject transfer to the conditions contained in this AgreementBuyer, and the Buyer agrees to purchase and acquire from the Sellers at the Closing, Seller shall sell, assign, convey, transfer subject to the exclusions contained in §2.2 and deliver subject to Buyer, and Buyer shall, by payment upon the other terms and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)conditions contained herein, all of the Sellers’ right, title and interest of Seller in and to the following assets, wherever located assets of the Sellers which are used or required in the conduct of the Businesses as set forth below (collectively, the “Purchased Acquired Assets”):), and no other properties, assets, or rights of the Sellers: (ai) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to tangible personal property and leasehold improvements, including machinery, equipment (but excluding, specifically, POS equipment and computers), alarm systems, tools, furniture, fixtures, furnishings, shelving, owned by the third party Sellers and used or third parties to such agreementsrequired in the conduct of the Business, Seller’s rights under each as set forth on the fixed asset register attached hereto as Schedule 2.1(a)(i) (as supplemented by Sellers at Closing for any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(aadditional items acquired after the date hereof), Schedule 2.5(band (ii) the Acquired Inventory (such Acquired Inventory, collectively with the items specified in §2.1(a)(i), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed ContractsPersonal Property”); (b) all rights of Seller’s rightthe Sellers (i) as tenants under the leases relating to the real property at the Acquired Locations (including to security deposits, title but only if and interest in, to the extent any existing deposits are not released by the landlords on or prior to Closing) and (ii) under all Intellectual Property Rights owned, licensed or the leases relating to such personal property as is used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used)Businesses, and expressly designated each as set forth on Schedule 2.1 or Schedule 2.5(a)2.1(b) (collectively, the “Leases”) ; (c) any improvements located on all rights of the Leased Real Property, but in all events only Sellers to the extenttelephone numbers of the Acquired Locations, if any, of Seller’s interest in the same (collectively, the “Improvements”each as set forth on Schedule 2.1(c); (d) all customer mailing lists and other records relating to the customers of those items the Businesses or used at or by the Acquired Locations in connection with the conduct of equipment and tangible personal property the Businesses that are not owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryParty City Corporation; (e) all intangible personal property owned or held by Seller listed such other contracts, contract rights, agreements and leases (in addition to the Leases) of Sellers required for the conduct of the Businesses at the Acquired Locations as may be set forth on Schedule 2. 12.1(e), as updated by Sellers as of the Closing Date, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated in each case accepted by Buyer as a Purchased Asset, (“Other Assumed Contract Rights/Obligations”); but in all cases only to the extent of Seller’s interest therein specifically excluding any contractual obligations with Party City Corporation and only to the extent transferable, together with originals and/or copies of all customer and supplier lists Xxxxxx Greeting Cards and all other bookscontracts, records and like items pertaining to the Business agreements or leases of Sellers (collectively, collectively the “Intangible PropertyExcluded Contracts”);; and (f) all Accounts Receivable and, subject to Section 2.2, all causes the goodwill of action relating or pertaining to the foregoing (collectively, Businesses at the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateAcquired Locations.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in of this Agreement, at the ClosingClosing (as defined in Section 4.1), the Seller shall, and shall cause each of the Selling Subsidiaries to, sell, assigntransfer, convey, transfer assign and deliver to the Buyer, and to those Buying Subsidiaries specified by the Buyer shall, by payment and delivery of prior to the Purchase Price, purchase and acquire from SellerClosing, free and clear of all Claims and Encumbrances Liens (except for other than Permitted Liens), all of and the rightBuyer shall, title and, as directed by the Buyer, the Buyer Parent shall cause the Buying Subsidiaries to, purchase, acquire and interest accept (or cause to be purchased, acquired and accepted), those assets, rights, properties, claims and contracts of Seller and the Selling Subsidiaries, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, described in and to the following assets, wherever located paragraphs (collectively, the “Purchased Assets”a) through (j) below ("TRANSFERRED ASSETS"): (a) All (i) interests of the Seller and the Selling Subsidiaries in the real property leased or subleased by the Seller and the Selling Subsidiaries that is identified in Section 1.1(a)(i) of the Seller Disclosure Schedule, together with any options to purchase the underlying real property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits and easements (including reciprocal parking easements) appurtenant to or related to leases and subleases held by the Seller and the Selling Subsidiaries relating to such real property (the "TRANSFERRED LEASED REAL PROPERTY"); and (ii) leasehold interests being granted to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to Buyer by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders Seller for those parcels of real property identified in Section 1.1(a)(ii) of the Seller Disclosure Schedule (the "LEASEHOLD INTERESTS," and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and together with the Transferred Leased Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectivelyProperty, the “Assumed Contracts”"PREMISES"); (b) All tangible assets, including all land and leasehold improvements, buildings, fixtures, machinery, equipment (including computer hardware and firmware, telecommunications equipment and redundancy equipment (such as generators, uninterrupted power supplies, chillers, batteries and other associated equipment)), underground and aboveground tanks, tools, furniture, furnishings, and office equipment, leased or owned by the Seller and the Selling Subsidiaries, including all warranties and guarantees, if any, expressed or implied, existing for the benefit of Seller’s rightthe Seller and the Selling Subsidiaries in connection therewith (collectively, title and interest in"TANGIBLE ASSETS"), to and under all Intellectual Property Rights ownedwhich are either (i) located on the Premises, licensed or (ii) used by Seller primarily in the Transferred Business (including as defined in Section 1.3(a)), (iii) used by the goodwill Seller and the Selling Subsidiaries prior to the Closing primarily to provide the Outsourced Services (as defined in Section 4.2(a)(ix)), or (iv) used primarily both in the Transferred Business and by the Seller and the Selling Subsidiaries prior to the Closing to provide the Outsourced Services, in each case except for the Tangible Assets identified in Section 1.1(b) of the Business in which any of Seller Disclosure Schedule (collectively, the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a"TRANSFERRED TANGIBLE ASSETS"); (c) All Contracts that are identified in Section 1.1(c) of the Seller Disclosure Schedule and all rights therein or arising thereunder (the "ASSIGNED CUSTOMER AGREEMENTS"), including any improvements located on right to receive payments pursuant to the Leased Real PropertyAssigned Customer Agreements, but not including (i) any right to receive payment for or in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed connection with goods shipped or services rendered before 12:01 a.m. Central Time on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used (as defined in Section 4.1) under the Business Assigned Customer Agreements (including all accounts receivable, all notes, bonds and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent evidence of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists indebtedness and all other books, records and like items pertaining rights to receive payments arising out of the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed Assigned Customer Agreements before 12:01 a.m. Central Time on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.) (the "CUSTOMER ACCOUNTS RECEIVABLE") or (ii) any right to assert claims or take other actions in respect of Defaults under the Assigned Customer Agreements that arise out of or relate to events occurring before 12:01 a.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller the Vendors shall sell, assign, conveytransfer, transfer convey and deliver to Buyerthe Purchaser, and Buyer shallthe Purchaser agrees to purchase, by payment accept, assume and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), receive all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s Vendors’ right, title and interest in, to and under all Intellectual Property Rights ownedof their assets, licensed properties and rights of every kind and nature, whether real, personal or used by Seller primarily mixed, tangible or intangible, including but not limited to Goodwill (as defined below), wherever located and whether now existing or hereafter acquired, free and clear of any Encumbrances (other than Permitted Encumbrances), all as more particularly set out below (the “Purchased Assets”). The Purchased Assets include the Vendors’ partial, divided, or wholly-owned interest in the Business following: (including the goodwill a) all Accounts Receivable held by or otherwise in favour of the Business in which any of Vendors; (b) all Equipment owned by the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)Vendors located at the Vendors’ Clinics other than the Excluded Medspa Assets; (c) any improvements all Inventory owned by the Vendors located on at the Leased Real Property, but in all events only to Vendors’ Clinics other than the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Excluded Medspa Assets; (d) all of those items of equipment and tangible personal property owned any Permits issued by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior applicable Colleges to the Closing Date Vendors or in respect of the Vendors’ Clinics, all Permits which is used are held by the Vendors and required to operate the Vendors’ Clinics, or which are required for the ownership and use of the Purchased Assets, to the extent such Permits are transferrable, as further set out in Section 2.1(d) of the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryDisclosure Schedule; (e) all intangible personal property owned Contracts required to operate the Continued Clinics or held by Seller listed on Schedule 2. 1which affect the other Purchased Assets, including the Assigned Leases and any other intangible personal property acquired by Seller after the date hereof but prior to Assigned Licenses as set out in Section 2.1(e) of the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Disclosure Schedule; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to Physician Agreements for the foregoing (collectively, the “Receivables”)Continued Clinics; (g) all Inventorythe Physician Agreements for the physicians at the Excluded Clinics that the Purchaser has identified in writing to be relocated to a Continued Clinic on the condition that such Physician Agreements are amended to identify a new location where such physician will be providing services and the physician has consented to such amendment; (h) all cashrights to any Action of any nature available to or being pursued by the Vendors as a plaintiff to the extent related to the Vendors’ Clinics, cash equivalentsthe Purchased Assets or the Assumed Liabilities, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a));other than [names redacted] (i) all equity interests in prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the entities listed on Schedule 2.1 and not including equity payment of SellerTaxes); (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller Patient Information other than the Patient Information for the Excluded Clinics as further set out in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andArticle 11; (k) all goodwill associated with of the Vendors’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (l) all of the Vendors’ insurance benefits, including rights and proceeds arising from or relating to Vendors’ Clinics, the Purchased AssetsAssets or the Assumed Liabilities; (m) all Books and Records relating to the Vendors, together the Vendors’ Clinics, the Purchased Assets or the Assumed Liabilities; (n) any Intellectual Property developed or held by the Vendors in relation to Vendors’ Clinics, the Purchased Assets or the Assumed Liabilities, as set out in Section 2.1(n) of the Disclosure Schedules; and (o) all Vendors’ Clinics’ goodwill, which is based on the relationship between the Vendors, the Patients and referral sources of the Vendors’ Clinics (the “Goodwill”). Notwithstanding the forgoing, with a minimum of five (5) Business Days’ written notice to the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or Vendors before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date, the Purchaser shall be permitted to carve out and exclude specific assets which would have otherwise have been included and conveyed to the Purchaser pursuant to this Agreement and shall be permitted to modify the Disclosure Schedule accordingly to reflect that these are Excluded Assets, provided that if the Purchaser carves out or otherwise excludes assets in this manner, the Purchase Price shall remain the same.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller ARCA shall sell, assign, transfer, convey, transfer and deliver to BuyerARCA Services, and Buyer shallARCA Services shall purchase from ARCA, by payment and delivery of the Purchase PriceConnexx shall sell, assign, transfer, convey, and deliver to Connexx Services, and Connexx Services shall purchase and acquire from SellerConnexx, in each case free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the righteach of ARCA’s and Connexx’s, title and interest of Seller in and to the following assetsrespectively, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedof their respective assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill) (other than the Excluded Assets), that are used by Seller primarily or held for use in the ARCA Business or the Connexx Business, respectively (collectively, the “Purchased Assets”). The Purchased Assets of ARCA are sometimes referred to as the “ARCA Purchased Assets” and the Purchased Assets of Connexx are sometimes referred to as the “Connexx Purchased Assets”. The term Purchased Assets includes, without limitation, the following assets of a Seller: (a) cash and cash equivalents on hand, wherever located, including the goodwill of the Business in which bank balances, bank accounts, investment securities and other short- and medium-term investments; (b) all accounts or notes receivable, unbilled receivables as usually reflected on Seller’s financial statements and any of the Intellectual Property Rights are used)security, and expressly designated on Schedule 2.1 claim, remedy or Schedule 2.5(aother right related thereto (“Accounts Receivable”); (c) any improvements located all of the amounts on deposit as security for real property leases wherein the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Seller is tenant and certain deposits made for capital purchases; (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset inventories (collectively, the “Personal PropertyInventory”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed Contracts, including Intellectual Property Agreements and Contracts for Leased Real Property, set forth on Schedule 2. 1, and any other intangible personal property acquired by Seller after Section 2.01(e) of the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists Disclosure Schedules and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.outstanding purchase

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the --------------------------- conditions contained set forth in this Agreement, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, Purchaser and Buyer shall, by payment and delivery of the Purchase Price, Purchaser shall purchase and acquire from Seller, free and clear of all Claims and Encumbrances at the Closing (except for Permitted Liensas hereinafter defined), all of the following properties, assets, rights and business of Seller used exclusively in the operation of the Business, wherever located and whether or not reflected on the books and records of Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively referred to herein as the "Purchased Assets"): (a) all of Seller's right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s claims and rights under any customer purchase orders all franchise agreements (the "Scheduled Franchise Agreements") between Seller or its predecessor, The American Bagel Company ("ABC") and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer the Chesapeake Bagel Bakery franchisees (the "CBB Franchisees") for the operation of the CBB Stores listed on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”1.1(a); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used in any franchise agreements entered into by Seller primarily in or ABC for CBB Stores, other than the Business Scheduled Franchise Agreements (including the goodwill of the Business in which any of the Intellectual Property Rights are used"Additional Franchise Agreements"), and expressly designated including without limitation those listed on Schedule 2.1 1.1(b). The Parties acknowledge that the Additional Franchise Agreements include franchise agreements that have been terminated by Seller or Schedule 2.5(a);may have been terminated ABC and to the best of Seller's knowledge, a list of those CBB Stores that have not de-identified as a CBB Franchisee. (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s 's right, title and interest in any agreement (a "Development Agreement") pursuant to which Seller or ABC has granted to any person or entity the same (collectivelyright to develop a CBB Store, including without limitation the “Improvements”Development Agreements listed on Schedule 1.1(c); (d) all sums receivable which are incurred as of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the Closing date hereof but prior from CBB Franchisees related to the Closing Date which is used in Business including accounts receivable and notes receivable (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Transferred Receivables"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller of Seller's interest in, and claims and rights under the agreements and contracts listed on Schedule 2. 11.1(e), and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein assignable (the "Vendor Agreements"), (hereinafter the Scheduled Franchise Agreements, the Additional Franchise Agreements, the Development Agreements and only the Vendor Agreements shall be collectively referred to as the extent transferable, together with originals and/or copies of all customer "Transferred Agreements") and supplier lists any and all other booksprepayments, records and like items pertaining or deposits, as of the date of Closing, associated with the Transferred Agreements, which were paid to the Business (collectively, the “Intangible Property”)or by Seller; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing intellectual property (collectively, the “Receivables”"Intellectual Property") listed on Schedule 1.1(f); (g) all Inventorymaterial books, records and documents of Seller, related exclusively to the Business and all of Seller's right, title and interest therein including accounting records and correspondence files, plans and specifications for existing and prototype CBB Stores, equipment specifications, construction costs, vendor lists, lead/prospect lists, CAD disks, logged materials and computer data in paper - hard copy and computer data files, when available; (h) all cashpermits, cash equivalentslicenses, prepaid expensesorders, deposits consents and reserves, except for approvals of any governmental or regulatory authority related to the Cash Consideration (operation of the Business as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)listed on Schedule 1.1(h); (i) all equity interests in existing and prospective business relationships, reputation, and other intangibles which may be characterized as "good will" or "going concern value" of the entities listed on Schedule 2.1 Business including, without limitation, the name "Chesapeake Bagel Bakery" and not including equity of Sellerall derivatives thereof; (j) all note receivablescauses of action, claims and rights of recovery or setoff of every kind or character arising out of or attributable to any natureof the Purchased Assets on or prior to the Closing Date (hereinafter defined), includingirrespective of the date on which any such cause of action, but not limited to, any rights claim or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005right may arise or accrue; and (k) all goodwill associated sums paid by CBB Franchisees to Seller for deposit in the Advertising Fund maintained by Seller for CBB Franchisees, less only bona fide expenditures for advertising and related expenses, which are consistent with the Purchased AssetsFranchise Agreements and the normal course of business of Seller, together with and an accounting of the right to represent to third parties that Buyer has acquired Advertising Fund, an aged accounts receivable for the Adverting Fund and is operating a list of all unpaid bills and a list of all outstanding financial commitments not billed by vendors or suppliers (the Business formerly operated by Seller. On or before September 15"Ad Fund Liabilities"). (l) Notwithstanding the foregoing, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend any claim or accept the schedule of Assumed Contracts up to and including defense (except for any economic benefits arising after the Closing Dateunder the Transferred Agreements and the Transferred Receivables, which shall remain with Purchaser) arising out of or related to the Transferred Agreements for actions brought against Seller.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Seller Sellers shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Sellerdeliver, free and clear of all Claims liens, security interests and Encumbrances other encumbrances, to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of the following assets owned by Sellers (except for Permitted Liens)wherever located) related to, or used in conjunction with, the Business, and all of the Sellers' right, title and interest therein and thereto, but not including those assets specifically excluded in Section 1.3 (all of Seller the assets to be sold, assigned, transferred and delivered to Purchaser hereunder shall be deemed included in and to the following assets, wherever located (collectively, the “Purchased term "Acquired Assets”" as used herein): (a) cash in the amount necessary to assure that on the day immediately following the Closing each FunCenter location will have cash on hand equal to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);sum of $1,500.00 per location. (b) all of Seller’s rightsupplies, title materials and interest ininventories actually located at any FunCenter prior to the Closing (collectively, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a"Inventory"); (c) any improvements located on the Leased Real Propertyall machinery, but in all events only equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods, and other tangible personal property owned by Sellers, except to the extent, if any, of Seller’s interest extent the same are located within the Other FunCenters located in the same Commonwealth of Puerto Rico (collectively, the “Improvements”"FFE"); (d) all transferable licenses, permits, approvals, certificates of those items of equipment occupancy, authorizations, operating permits, registrations, plans and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior like applicable to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset FunCenters (collectively, the “Personal Property”"Permits"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer Owned Intellectual Property (as a Purchased Asset, but defined in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”Section 3.9 hereof); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to game tokens and prize redemption tickets owned by Sellers at the foregoing FunCenters and Other FunCenters (collectively, the “Receivables”"Tokens"); (g) all Inventory;real estate owned by any Sellers identified in Schedule 3.5 ("Owned Real Property"); and (h) all cash, cash equivalents, prepaid expenses, deposits structural plans and reserves, except diagrams in Sellers' possession for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed FunCenters located on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of Owned Real Property or upon any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right real property leased pursuant to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as an Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateFunCenter Lease.

Purchase and Sale of Assets. Upon the terms and subject Subject to the conditions contained in provisions of this --------------------------- Agreement, at the Closing, Seller shall agrees to sell, assigntransfer, convey, transfer convey and deliver assign to Buyer or a designated subsidiary of Buyer, and Buyer shallagrees to purchase, by payment and delivery of the Purchase Price, purchase accept and acquire directly or through a designated subsidiary from SellerSeller for the consideration specified herein, free and clear of all Claims and Encumbrances at the Closing (except for Permitted Liens), as hereinafter defined) all of the Seller's right, title and interest of Seller in and to the following assetsassets and properties used by it exclusively in connection with the business of the Division and owned or leased by it immediately prior to the time of the Closing, of every kind, nature and description, real, personal or mixed, tangible or intangible, wherever located located, except for the Excluded Assets described in Section 1.2 (collectively, the “Purchased "Subject Assets”):"). Without in any way limiting the generality of the foregoing, the Subject Assets shall include all of the assets and properties of Seller reflected on the Division's Balance Sheet dated as of August 31, 1997 (the "August 31, 1997 Balance Sheet"), plus all assets and properties relating to the business of the Division that may have been acquired in the ordinary course of business by Seller subsequent to the date of the August 31, 1997 Balance Sheet, less all assets and properties relating to the business of the Division that may have been disposed of in the ordinary course of business subsequent to the date of the August 31, 1997 Balance Sheet, and shall include all of the following types of assets and properties held or used by Seller in the conduct of the business of the Division and owned or leased by it immediately prior to the time of the Closing: (a) All notes and accounts receivable, trade accounts, contract receivables, employee advances and other debts owing to Seller in connection with the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Division; (b) All machinery and equipment, vehicles, tools, office furniture, supplies, and all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed other tangible personal property owned or used leased by Seller primarily and used exclusively in connection with the Business Division at Seller's Yankton, South Dakota facility (including the goodwill of the Business in which any of the Intellectual Property Rights are used"Tangible Personal Property"), and expressly designated including, without limitation, the Tangible Personal Property set forth on Schedule 2.1 or Schedule 2.5(a1.1(b); (c) any All real property set forth on Schedule 1.1(c), together with the buildings, structures and other improvements located on thereon and other interests therein owned by Seller and used in connection with the Leased Division (the "Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”Estate"); (d) all of those items of equipment All inventories, including raw materials, work-in-process and tangible personal property finished goods, and supplies owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior relating to the Closing Date which is used in Division (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Inventories"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by All prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits of Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior relating exclusively to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Division; (f) all Accounts Receivable and, subject to Section 2.2To the extent transferable, all causes of action Seller's rights and interests under all contracts, agreements, leases, mortgages, licenses, unfilled purchase orders and unfilled sales orders relating or pertaining exclusively to the foregoing Division, including but not limited to the Significant Contracts (collectively, the “Receivables”)as hereinafter defined) set forth on Schedule 3.10; (g) To the extent transferable, all Inventoryconsents, registrations, approvals, permits, licenses, orders or authorizations issued to Seller by any governmental or regulatory authority of the United States, the several states or any foreign jurisdiction and relating exclusively to the Division ("Permits"); (h) All trademarks, trade names, brand names, logos, service marks, copyrights, designs, inventions, patents, patent applications, patent rights, licenses, sublicenses, franchises, formulas, processes, product specifications, research records, trade secrets, technology, know-how and other proprietary rights and intellectual property owned by Seller or in which Seller has rights and used by Seller exclusively in connection with the Division, excluding all cashtrademarks, cash equivalentstrade names, prepaid expensesbrand names, deposits logos, service marks and reservesother intellectual property which use the name "Portec" (collectively, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)"Intellectual Property"); (i) all equity interests All the books and records of Seller, including items stored on magnetic tape or on microfiche, relating exclusively to the Division, and necessary for the operation of the Division in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any natureordinary course, including, but not limited towithout limitation, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30customer lists and records, 2005; and (k) all goodwill associated with the Purchased Assetssales information, together with the right to represent to third parties that Buyer has acquired advertising and is operating the Business formerly operated by Seller. On or before September 15marketing materials, 2005supplier records, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contractscost and pricing information, production data, employment and personnel records and other records; provided, however, that Buyer shall retain the right give Seller access to amend or accept the schedule of Assumed Contracts up such records as Seller may reasonably require from time to and including time following the Closing Date; and (j) All the goodwill of Seller relating to the Division except as set forth in Section 1.2.

Purchase and Sale of Assets. Upon the terms The Seller agrees to sell and subject transfer to the conditions contained in this AgreementBuyer, and the Buyer agrees to purchase from the Seller at the Closing, Seller shall sell, assign, convey, transfer subject to and deliver to Buyer, upon the terms and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Sellerconditions contained herein, free and clear of all Claims and Encumbrances (any material Lien, except for Permitted Liensthose encumbrances listed on Schedule 2.1(a), all of the right, title title, and interest of Seller in and to the following assets, wherever located properties and assets (collectively, the “Purchased "Acquired Assets”"): (a) to all assets reflected on the extent assignable under Initial Statement of Assets other than those disposed of since June 28, 1997 and those acquired in the Bankruptcy Code or to Ordinary Course of Business since June 28, 1997 which appear on the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);Closing Date Statement of Assets. (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill inventory of the Business in which any of the Intellectual Property Rights are used)NPB, including raw materials, work-in-process, and expressly designated finished goods, as reflected on Schedule 2.1 or Schedule 2.5(a)the Closing Date Statement of Assets; (c) any improvements all tangible personal property used primarily in the NPB (including, without limitation, all machinery, equipment, test equipment, supplies, manufactured and purchased parts, tools, jigs and dies, computer software stored on a tangible medium, workstations and personal computers, electronic, electrical and mechanical equipment and other computer hardware used primarily in the NPB) owned by Seller whether in the Seller's possession or in the possession of another party such as a manufacturer or vendor of the Seller, including fully-depreciated or fully-expensed tangible property used primarily in the NPB; not including, however, furniture, file cabinets, and similar office equipment and office supplies located on in the Leased Real Property, but in all events only Littleton facility that are not transferred to the extentActon Facilities but including furniture, if anyfile cabinets, and similar office equipment and office supplies located in Acton intended to compensate for the non-transfer of Seller’s interest in the same (collectively, the “Improvements”)Littleton equipment; (d) all the securities of those items of equipment and tangible personal property Ipsilon Networks, Inc. owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventorySeller; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, prepaid expenses and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)deposits; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating the Acton Facilities and the furniture and equipment located therein or pertaining to the foregoing (collectively, the “Receivables”)comparable substitutes; (g) all Inventorythe Assigned Intellectual Property, remedies against infringement thereof and rights to protection of interests therein; (h) all cashrights under any contracts, cash equivalentsindentures, prepaid expensesmortgages, deposits instruments, Liens, guaranties, or other agreements of Seller, in each case to the extent they relate to the NPB or the Acquired Assets, and reservesincluding, except for without limitation, those agreements set forth in Schedule 2.1(h) (the Cash Consideration "Contracts"), provided, however, that no rights are granted pursuant to this clause (as described in Section 3.1(b)h) and the Note (as described in Section 3.1(a))with respect to intellectual property; (i) all equity interests rights under all permits, authorizations, orders, registrations, certificates, variances, approvals, consents and franchises or any pending applications all to the extent related to the NPB or the Acquired Assets, including without limitation all governmental permits, licenses, authorizations, approvals and consents described in the entities listed on Schedule 2.1 and not including equity of Seller2.1(i) ("Permits"); (j) all note receivablestechnical data, of any naturedesigns, includingdrawings, but not limited tospecifications, any rights documentation and manuals (or interest of Seller in portions thereof) to the extent that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andthey are related to the NPB; (k) the Licensing Programs, remedies against infringement thereof and rights to protection of interests therein; (l) all customer, distributor, supplier and mailing lists, pricing and cost information, and business and marketing plans of Seller (or portions thereof), all to the extent related to the NPB; (m) all manufacturing MAC addresses used exclusively in the operation of the NPB; (n) all business records and financial management reports, books, files, plans, appraisals, environmental audits and reports, documents, correspondence, lists, plats, architectural plans, drawings, notebooks, specifications, creative materials, advertising and promotional materials, marketing materials, studies, reports, equipment repair, maintenance or service records whether written or electronically stored or otherwise recorded, in each case, that is used exclusively in the NPB; (o) all rights and interests of Seller as plan sponsor in and with respect to the assets associated with the accounts of Hired Employees under the SAVE Plan transferred to the Buyer 401(k) Plan as contemplated in ss. 5.10; (p) the goodwill associated with the Purchased NPB and the Acquired Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date, Seller shall transfer to Buyer all of the Acquired Assets located outside of the United States, including those listed by country on Schedule 2.1(x). If it is not possible to do so without adversely affecting the ability of Seller to transfer, and Buyer to hire, the NPB Employees employed outside of the United States, or if the Parties mutually agree that it is not desirable to transfer to Buyer Acquired Assets located in a country other than the United States on the Closing Date because of any law or regulation, the need for the approval of any governmental entity, or the need for the review or approval by any union, works council or similar body ("Local Transfer Impediment"), Seller and Buyer shall take all actions reasonably necessary to eliminate the Local Transfer Impediment and Seller shall take all actions reasonably necessary to transfer the Acquired Assets and Buyer shall take all actions reasonably necessary to hire the affected non-U.S. NPB Employees as soon as possible. To this end, the parties agree to prepare and execute, to the extent necessary, one or more international implementation agreements as soon as possible after the date hereof to facilitate the transfer of non-U.S. assets and employees.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in of this Agreement, at the ClosingClosing (as defined in Section 4.1), Seller Sellers shall sell, assigntransfer, convey, transfer assign and deliver (or shall cause to be sold, transferred, conveyed, assigned and delivered) to Buyer, and Buyer shallshall purchase, by payment acquire and delivery of the Purchase Priceaccept (or cause to be purchased, purchase acquired and acquire accepted) from SellerSellers, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following those assets, wherever located rights, properties, claims, contracts and businesses of Sellers, whether tangible or intangible, whether personal or other, whether accrued, contingent or otherwise, described in paragraphs (collectively, the a) through (k) below (“Purchased Transferred Assets”): (a) Leasehold interests, by way of a license, to the extent assignable under real property identified in Schedule 1.1(a) of the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreementsDisclosure Schedule, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules which real property shall be transferred as identified therein (collectively, the “Assumed ContractsTransferred Leasehold Interests”); (b) all All Fixed Assets (except for those identified in Schedule 1.1(b) of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or the Disclosure Schedule) owned by Sellers used by Seller primarily in the Business and located at the Transferred Leasehold Interests sites (including the goodwill of the Business in which any of the Intellectual Property Rights are used)collectively, and expressly designated on Schedule 2.1 or Schedule 2.5(a“Transferred Fixed Assets”); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest All Intellectual Property Rights owned by Sellers and used primarily in the same Business including those listed in Schedule 1.1(c) of the Disclosure Schedule (collectively, the “ImprovementsTransferred Intellectual Property Rights”); (d) To the extent transferable or assignable, all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior rights under Contracts with customers primarily relating to the Closing Date which is used Business, including those Contracts listed in Schedule 1.1(d) of the Business and expressly designated by Buyer as a Purchased Asset Disclosure Schedule (collectively, the “Personal PropertyTransferred Customer Contracts”), provided that the Personal Property shall not include the Inventory; (e) To the extent transferable or assignable, all intangible personal property owned rights under Contracts (other than the Transferred Customer Contracts) pursuant to which any of Sellers obtains goods or held by Seller listed on services (“Transferred Third-Party Software”) and other Intellectual Property Rights from a third party for use primarily in the Business, including those set forth in Schedule 2. 11.1(e) of the Disclosure Schedule (the “Transferred Vendor Contracts”; collectively, with the Transferred Customer Contracts and any other intangible personal property acquired Contract transferred pursuant to Section 1.1(k), the “Transferred Contracts”), which, however, do not include licenses or similar rights to Software owned by Seller after the date hereof but prior to the Closing Date third parties and expressly designated by Buyer as a Purchased Asset, but used in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business that were obtained or procured under EDS corporate master lease agreements which, by way of example and not by limitation, include such agreements with Oracle and Computer Associates (collectively, the “Intangible PropertyEDS Master Agreements”); (f) all Accounts Receivable and, subject All rights of Sellers in respect of prepayments (other than security deposits) made by Sellers pursuant to Section 2.2, all causes of action relating a Transferred Vendor Contract with respect to goods to be delivered or pertaining services to be performed after the foregoing Closing (collectively, the “ReceivablesTransferred Prepaids”); (g) Original or electronic or hard copies of all Inventorybooks and records of Sellers, including manuals, operating guidelines and practices, sales and promotional data, advertising materials, customer and vendor lists, Tax-related exemption certificates, historical cost and pricing information, supplier lists, business plans and other similar property (or applicable portions thereof) (the “Books and Records”) relating primarily to the Business (the “Transferred Books and Records”); (h) To the extent transferable or assignable, all cashlicenses, cash equivalentspermits, prepaid expensescertificates of authority, deposits development rights, authorizations, approvals, registrations, franchises and reservesany Consent granted or issued by a governmental or regulatory authority (collectively, except for “Permits”) relating primarily to the Cash Consideration Business (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)“Transferred Permits”); (i) all equity interests The tangible personal property owned or leased by Sellers (except for that property identified in Schedule 1.1(b) of the entities listed on Disclosure Schedule) not located at the Leasehold Interest sites but used primarily in connection with the Business, including the property identified in Schedule 2.1 and not including equity 1.1(i) of Sellerthe Disclosure Schedule (the “Transferred Personal Property”); (j) all note receivables, All receivables of the Business (other than any nature, including, inter-company receivables described in Section 1.2(i) below) in the United States of America not yet invoiced as of the Closing but not limited to, any rights with respect to either services rendered or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005products sold prior to the Closing; and (k) all goodwill associated with Any other asset, right, property, claim, Contract and business of the Purchased AssetsSellers, together with whether tangible or intangible, whether personal or other, whether accrued, contingent or otherwise which is used primarily in the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms and subject Seller hereby agrees to the conditions contained in this Agreementsell, at the Closing, Seller shall selltransfer, assign, convey, transfer convey and deliver to BuyerPurchaser, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Selleror its designee or assignee, free and clear of any lien or other claim pursuant to 11 U.S.C. 363(f) and Purchaser, or its designee or assignee, hereby agrees to purchase and acquire from Seller all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located privileges, rights, interests and claims of Seller, whether real or personal, tangible or intangible, of every type and description, excluding only those assets defined as Excluded Assets in Section 1.3 below (collectivelythe "Purchased Assets"). The Purchased Assets include, but are not limited to, the “Purchased Assets”):following: (a) to all Trade Accounts Receivable as of the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Closing Date; (b) all proceeds of Seller’s rightTrade Accounts Receivable received subsequent to the FRD, title such proceeds to be held by The CIT Group/Business Credit, Inc. ("CITBC") subject to its security interest, in a segregated interest bearing account and interest indelivered to Purchaser at Closing or credited at Closing to the Purchase Price, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)together with earned interest; (c) any improvements located on all rolling stock owned free and clear of liens by Seller or in which either CITBC or The CIT Group/Equipment Financing, Inc. ("CITEF") asserts a first priority security interest (the Leased Real Property, but in all events only to the extent, if any, "Seller Owned Rolling Stock"),consisting of Seller’s interest in the same (collectively, the “Improvements”)at least 66 tractors and 3489 trailers; (d) all of those items of equipment and tangible personal property real estate owned by the Seller and listed as reflected on Schedule 2.1the March 31, and any other tangible personal property acquired by Seller after 1998 Balance Sheet (the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal "Real Property”"), provided that the Personal Property shall not include the Inventory; (e) all intangible non-rolling stock personal property owned or held by Seller listed on Schedule 2. 1assets of the Seller, and any other intangible personal property acquired by Seller after the date hereof including but prior not limited to the Closing Date and expressly designated by Buyer as a Purchased Assetgeneral office furniture, but in all cases only to the extent of Seller’s interest therein and only to the extent transferablefixtures, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business computer systems (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)including software) and other office equipment, books and records, as well as machinery, equipment, tools, inventories of supplies and spare parts and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, like wherever located; including, but not limited to, the inventory of personal property. The Purchaser agrees to provide the Debtor, and any rights or interest subsequently appointed Trustee, reasonable access to the books and records of Seller in provided that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andsuch request shall not unreasonably interfere with the operations or activities of the Purchaser subsequent to closing; (kf) all goodwill associated with the Purchased Assetsgeneral intangibles, together with including without limitation, all plates, permits, operating authorities, trade names and trademarks, contract rights, customer lists, driver lists and the right to represent to employ Seller's employees; (g) all claims of the Seller against third parties parties, including, without limitation, tax refunds and all bankruptcy avoidance claims, except as otherwise provided. The Debtor and the Creditors' Committee shall fully cooperate with the Purchaser so that Buyer has acquired and is operating any avoidance action filed by the Business formerly operated by Seller. On Purchaser may be pursued in the name of the Estate or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateCreditors' Committee.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “"Purchased Assets”"): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s 's rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by the Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), ) or Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “"Assumed Contracts”"); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or and Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s 's interest in the same (collectively, the “"Improvements”"); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by the Buyer as a Purchased Asset (collectively, the “"Personal Property”"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 12.1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by the Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s 's interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “"Intangible Property”");. (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “"Receivables”"); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (kj) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in of this Agreement, at the Closing, Seller Closing the Sellers shall sell, assign, convey, transfer and deliver Transfer to Buyerthe Purchaser, and Buyer shall, by payment the Purchaser shall acquire and delivery of accept from the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)Sellers, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s Sellers' right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any furniture, fixtures, equipment, Inventory and other assets, used or located at the Stores and relating to the Business, less and except the Excluded Assets (after giving effect to the exclusion of the Intellectual Property Rights are usedExcluded Assets, such assets, together with all right, title and interest as tenant or lessee pursuant to the Leases and the Third Party Lease Assignments, being hereinafter collectively referred to as the "Transferred Assets"), free and expressly designated on Schedule 2.1 or Schedule 2.5(aclear of any and all Liens (except Permitted Liens), such Transferred Assets to include, without limitation: (a) all of Sellers' rights and interests under the Third Party Leases assigned pursuant to Section 3.2(c) hereof; (b) the Store Equipment; (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Petroleum Equipment; (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed the Change Fund as set forth on Schedule 22.1(e); *Selected portions have been deleted as confidential pursuant to Rule 24b-2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or Complete copies of all customer the entire exhibit have been filed separately with the Securities and supplier lists Exchange Commission and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”);marked "CONFIDENTIAL TREATMENT." (f) any and all Accounts Receivable andrights and interests of the Sellers in, subject to Section 2.2, all causes of action relating or pertaining to the foregoing under those Contracts identified on Schedule 2.1(f) (collectively, the “Receivables”such Contracts being assumed by Purchaser in its sole discretion); (g) all Inventory;computer hardware and computer software documentation (subject to applicable license agreements and excluding the Oasis software) utilized in, or in connection with, the Stores or the Business, including source code and systems documentation and telephone switches related to point-of-sale and petroleum dispensing equipment and the host communications server. (h) all cashrights, cash equivalents, prepaid expenses, deposits interests and reserves, except for claims under the Cash Consideration (as described in Section 3.1(b)) North Carolina Commercial Leaking Petroleum Underground Storage Tank Cleanup Fund and the Note South Carolina SUPERB Account and SUPERB Financial Responsibility Fund (individually or collectively, as described in Section 3.1(aapplicable, the "Trust Fund")), or any other fund, program, or insurance policy relating to payment or reimbursement of costs, expenses or damages related to releases from underground storage tanks; (i) the name "Express Stop," all equity interests in variations thereof and the entities listed on Schedule 2.1 good will associated therewith and not including equity of Sellerwith the Business; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing the motor vehicles identified on September 30, 2005; andSchedule 2.1(j); (k) all goodwill associated Store Supplies; (l) all Global Communications Stock; (m) all of the Sellers' rights and interests in the Mexican Express Equity Interests; (n) the building's and other improvements at Express Stop Stores 9, 10 and 22; and (o) to the extent that the Sellers fail to indemnify the Purchaser under Section 12.2(g) with respect to Store No. 11, all claims for reimbursement and other rights with respect to the insurance policy from International Insurance Co., Policy #GAS001 601, and any other rights and claims against third Persons in connection with the Purchased Assetsenvironmental conditions listed on Schedules 5.16(d), together with the right to represent to third parties that Buyer has acquired (e) and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date(f).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from SellerSellers, free and clear of any and all Claims and Encumbrances charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind (“Encumbrances”), except for Permitted Liens)such Encumbrances agreed to by Buyer in this Agreement or as may be disclosed in the Title Report and accepted by Buyer, all of the Sellers’ right, title title, and interest in, to, and under all of Seller the assets listed in and to the following assets, wherever located this Section 1.01 (collectively, the “Purchased Assets”):). The Purchased Assets are: (a) to the extent assignable fee simple interest in, to, and under the Bankruptcy Code or to Real Property, including the extent assignment is consented to by improvements, appurtenances, mineral rights, but excluding any well water rights and Type 2 Water Rights on the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Property; (b) all of Seller’s right, title the tangible personal property and interest in, to improvements located on the Real Property and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business specifically listed on Exhibit D, or if none is listed on Exhibit D, then the parties will transfer no tangible personal property under this Agreement (including the goodwill of the Business in which any of the Intellectual Property Rights are used“Tangible Personal Property”), and expressly designated on Schedule 2.1 or Schedule 2.5(a);. (c) any improvements located on the Leased Real PropertyEXCLUDED FROM THE PROPERTY ARE (A) ALL TRANSFERABLE WATER RIGHTS OTHERWISE ASSOCIATED OR USED WITH THE LAND, but in all events only to the extentINCLUDING THOSE TYPE 2 NON-IRRIGATION GRANDFATHERED GROUND WATER RIGHTS IDENTIFIED IN CERTIFICATE NO. 58-150105.0002 (44.84 acre feet); (B) ALL BUILDINGS AND IMPROVEMENTS ON THE LAND AND ALL PERSONAL PROPERTY, if anyINCLUDING LIVESTOCK, of Seller’s interest in the same (collectivelyINVENTORY AND EQUIPMENT, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateALL OF WHICH SHALL BE THE PROPERTY OF SELLER.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sellhereby irrevocably sells, assignconveys, conveytransfers, transfer delivers, and deliver assigns (or causes to be sold, conveyed, transferred, delivered and assigned) to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from Seller, free and clear of all Claims and Encumbrances Liens (except for other than Permitted Liens), all of the right, title and interest of Buyer hereby purchases from Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, in and to the assets and under all Intellectual Property Rights owned, licensed or used properties owned by Seller and used or held exclusively or primarily in the Business (including the goodwill conduct of the Business in which any (the “Assets”), including without limitation the following assets (but specifically excluding the Excluded Assets): (a) All Intellectual Property owned by Seller and used exclusively or primarily for the conduct of the Business as currently conducted, including without limitation the Transferred Products (the “Transferred Intellectual Property Rights are usedProperty”), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (b) the Transferred Agreements; (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Transferred Purchase Orders; (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryTransferred Inventories; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Transferred Tangible Property”); (f) all Accounts Receivable andmaterials, subject to Section 2.2papers and records (in paper or electronic format) in Seller’s care, all causes custody, or control employed by Seller and used or held exclusively or primarily in the conduct of action relating or pertaining the Business, including but not limited to the foregoing purchasing, sales and materials authorization records, testing records for all Transferred Products, customer and vendor lists, product documentation, product specifications, marketing requirement documents, end user documentation, packaging materials, brochures, user manuals, graphics, artwork and software release orders (collectively, the “ReceivablesBooks and Records”); (g) all Inventory;other assets owned by Seller used exclusively or primarily in the operation of the Business (other than the Excluded Assets, as defined below); and (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for other goodwill of the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used by Seller primarily or held for use in connection with, the Business (including collectively, the goodwill of "Purchased Assets"), including, without limitation, the Business in which following: (a) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing, including, without limitation, all amounts due from third parties under Assigned Contracts, including Material Contracts, but excluding the UCSD Contract ("Accounts Receivable"); (b) all Contracts, including the Stanford University Contract, the UCSD Contract, all rights, benefits and obligations under the Stanford Healthcare Contract, if awarded to Buyer following the Closing Date, and all Intellectual Property Rights are used)Agreements, and expressly designated set forth on Schedule 2.1 or Schedule 2.5(aSection 2.01(b) of the Disclosure Schedules (collectively, the "Assigned Contracts"); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Intellectual Property Assets; (d) all of those items of equipment and tangible personal property owned Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 2.1, Section 4.17(b) and any other tangible personal property acquired by Seller after Section 4.18(b) of the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryDisclosure Schedules; (e) all intangible personal property owned rights to any Actions of any nature available to or held being pursued by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only related to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectivelyBusiness, the “Intangible Property”)Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (f) all Accounts Receivable andprepaid expenses, subject to Section 2.2credits, all causes advance payments, claims, security, refunds, rights of action recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating or pertaining to the foregoing (collectively, the “Receivables”payment of Taxes); (g) all Inventoryof Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (h) all cashinsurance benefits, cash equivalentsincluding rights and proceeds, prepaid expensesarising from or relating to the Business, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and Purchased Assets or the Note (as described in Section 3.1(a))Assumed Liabilities; (i) all equity interests in the entities listed on Schedule 2.1 and originals, or where not including equity of Seller; (j) all note receivablesavailable, copies, of any natureall books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any rights or interest Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30sale, 2005sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements ("Books and Records"); and (kj) all goodwill associated with and the Purchased Assets, together with going concern value of the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in of this Agreement, at the Closing, the Seller shall sell, assign, conveytransfer, transfer convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer, and Buyer shallthe Buyer, by payment in reliance on the representations, warranties and delivery covenants of the Purchase PriceSeller contained herein, shall purchase and acquire from the Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the Seller’s right, title and interest of Seller interest, direct or indirect, in and to and under the following assets, properties and rights, wherever located and whether now existing or hereafter acquired prior to the Closing Date, as the same shall exist on the Closing Date, of the Seller and its Affiliates (collectively, the “Purchased Assets”):), in each case free and clear of any Encumbrances other than Permitted Encumbrances: (a) all assets, other than Excluded Assets, recorded or reflected on the Closing Balance Sheet solely related to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)Business; (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)Receivables; (c) any improvements located all Key Business Contracts and, to the extent assignable, (i) all Business Contracts set forth on Schedule 2.1(c) of the Disclosure Schedules and (ii) all Business Contracts entered into between the date hereof and the Closing Date in accordance with Section 5.1, a list of which Business Contracts shall be delivered to the Buyer at least three Business Days prior to the Closing, other than, in each case, Employee Plans and Contracts relating to the Leased Real Property, but in all events only Property (except to the extent, if any, of Seller’s interest extent set forth in the same (collectively, the “Improvements”Denver Sublease Agreement); (d) all Purchased Intellectual Property, together with all claims of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1infringement, and any misappropriation or other tangible personal property acquired by Seller after the date hereof but violation thereof that arose prior to the Closing Date which is used in the Business and expressly designated by Buyer as a all tangible embodiments of any Purchased Asset (collectively, the “Personal Intellectual Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller Personal Property listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after 2.1(e) of the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Disclosure Schedules; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Work-in-Progress Assets; (g) all InventoryBusiness Records; (h) copies of all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))Shared Records; (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of SellerPrepaid Items; (j) all note receivablesRights; (k) the goodwill in, of any nature, including, but not limited toand going concern value of, any rights intangible assets to the extent arising from or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005attributable to the Business; and (kl) all goodwill associated with refunds or credits of or against any Taxes for which the Purchased Assets, together with the right Buyer is liable pursuant to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateSection 6.1.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in of this Agreement, at the Closing, the Seller shall sell, assign, conveytransfer, transfer convey and deliver to the Buyer, and Buyer shallthe Buyer, by payment in reliance on the representations, warranties and delivery covenants of the Purchase PriceSeller Parties contained herein, shall purchase and acquire from the Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the Seller’s right, title and interest of Seller interest, direct or indirect, in and to the following all assets, properties and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, whether or not carried or reflected on or specifically referred to in the Seller’s books or financial statements or in the Schedules hereto, other than the Excluded Assets (collectively, the “Purchased Assets”):), in each case free and clear of any Encumbrances other than Permitted Encumbrances, including all of the Seller’s right, title and interest in and to the following: (a) all assets recorded or reflected on the Balance Sheet (including assets such as Contracts to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”which no value was attributed); (b) all assets acquired by the Seller since the date of Seller’s rightthe Balance Sheet which, title and interest inhad they been held by the Seller on such date, to and under all Intellectual Property Rights owned, licensed would have been recorded or used by Seller primarily in reflected on the Business Balance Sheet (including the goodwill of the Business in assets such as Contracts to which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(ano value would have been attributed); (c) any improvements located all assets that would be recorded or reflected on a balance sheet of the Leased Real Property, but Business as of the Closing Date prepared in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)accordance with GAAP; (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryReceivables; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Contracts; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Seller Intellectual Property; (g) all InventoryPersonal Property; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))Business Records; (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of SellerBusiness Permits; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; andPrepaid Items; (k) all Rights; and (l) the goodwill associated with and going concern value and other intangible assets, if any, arising from or related to the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in of this Agreement, at the consummation of the transactions contemplated by this Agreement (the “Closing”) on the Closing Date (as defined below), Seller shall sell, assign, convey, transfer and deliver to BuyerPurchaser, and Buyer shall, by payment Purchaser shall acquire and delivery of the Purchase Price, purchase and acquire accept from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedof the real property, licensed or used by Seller primarily in the Business furniture, fixtures, equipment (including the goodwill rights under any leases that encumber such equipment, to the extent transferable) and other assets, used or located at the Timberlake Facility, less and except the Excluded Assets (as defined below) (after giving effect to the exclusion of the Business in which any of Excluded Assets, such assets being hereinafter collectively referred to as the Intellectual Property Rights are used“Transferred Assets”), free and expressly designated clear of any and all liens, mortgages, pledges, security interests, charges, or other encumbrances whatsoever (“Liens”) except Permitted Encumbrances (as defined below), such Transferred Assets to include, without limitation: (a) the real property and all buildings, structures, fixtures, easements and improvements (except for the greenhouse) situated thereon, identified on Schedule 2.1 or 1(a) (“Property”); (b) the equipment and machinery consisting of and relating to primary tobacco processing, puffed stem processing, and cigarette making and packing, and spare parts and supplies, including the “twin track” king size (85mm) hard pack box packing machine and foreign-type tax stamp application unit, all as identified on Schedule 2.5(a1(b), (“Plant Equipment”); (c) the leased equipment and all rights under the equipment leases that encumber any improvements located of the Transferred Assets (the “Equipment Leases”), identified on the Leased Real PropertySchedule 1(c), but in all events only if Purchaser agrees to assume such Equipment Leases and to the extentextent transferable; (d) furniture, if anyfurnishings and fixtures identified on Schedule 1(d); (e) computer hardware and computer software documentation, of Seller’s interest in to the same extent transferable (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal PropertySoftware Licenses”), provided that with all fees to be paid by Purchaser, (subject to applicable license agreements) utilized at the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed Timberlake Facility, including source code and systems documentation, if available, described on Schedule 2. 11(e); provided, however, if any such computer software is not transferable without the consent or waiver of the licensor thereof, the Seller shall use all reasonable efforts, and any other intangible personal property acquired by Seller after the date hereof but prior Purchaser shall cooperate with the Seller, to obtain the consent or waiver necessary to convey to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Purchaser such software license; (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining licenses and permits to the foregoing (collectivelyextent transferable, the “Receivables”as identified on Schedule 1(f); (g) all Inventory;rights of the Seller under the Service Contracts (as defined below) and Software Licenses, to the extent assignable, that Purchaser chooses to accept (pursuant to an Assignment and Assumption Agreement); and (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed Stemmery Equipment identified on Schedule 2.1 and 1(h) (the “Stemmery Equipment”). Notwithstanding anything to the contrary contained herein, the Purchaser will not including equity of Seller; (j) all note receivables, assume any liability or obligation of any naturekind of the Seller, includingother than the Permitted Encumbrances and any liability under any lease, but not limited tothe Equipment Leases, any rights or interest of Seller in the Service Contracts and Software Licenses that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right Purchaser expressly assumes pursuant to represent to third parties that Buyer has acquired an Assignment and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateAssumption Agreement.

Purchase and Sale of Assets. Upon Subject to the terms and subject to conditions and --------------------------- on the conditions contained basis of and in reliance upon the representations and warranties set forth in this Agreement, at the ClosingSeller hereby sells, Seller shall sellconveys, assign, convey, transfer transfers and deliver delivers to Buyer, and Buyer shallhereby purchases from Seller, by payment and delivery effective as of the Purchase PriceClosing Date (as hereinafter defined), purchase and acquire from Sellerthe following assets, free and clear of all Claims liens, security interests and Encumbrances encumbrances: (except for Permitted Liensa) All of Seller's furniture, fixtures, signs, equipment, computer hardware and software, supplies and other personal property, whether located at the Stores or at the Bakersfield Facility (collectively, the "Equipment"), and all of the Seller's right, title and interest as tenant under the leases for each of Seller in and to the following assets, wherever located Equipment (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”"Equipment Leases"); (b) all of Seller’s right's business and customer records, title manuals, computer data, books and interest inadvertising materials, to telephone and under all Intellectual Property Rights ownedfacsimile numbers, licensed or used by Seller primarily in the Business goodwill (including the goodwill covenant not to compete from Seller and Shareholder set forth in Article VII), Seller's trade name and logo, intellectual property, and all other intangible assets of Seller applicable to each of the Business in which any of Stores since their respective openings (the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a"Intangible Assets"); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, All of Seller’s 's right, title and interest in as tenant under the same leases of real property for each of the Stores (collectively, the “Improvements”"Real Property Leases"); (d) all of those Seller's video cassettes, video discs, video games, video players and other items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1held for rent or sale, and any other tangible personal property acquired by Seller after whether located at the date hereof but prior to Stores or at the Closing Date which is used in Bakersfield Facility (the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Inventory"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1All deferred charges, late fees, prepaid items, lease security deposits, and any other intangible personal property acquired by credits of all kinds, including, without limitation, amounts owed to Seller after the date hereof but prior to under rental agreements with Seller's customers that are past due not more than 59 days as of the Closing Date and expressly designated by Buyer (as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”hereinafter defined);; and (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining Claims previously vested in Seller under insurance policies applicable to the Stores. All of the foregoing (collectively, items are sometimes referred to herein as the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased "Acquired Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date."

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in of this Agreement, at on the ClosingEffective Date (as defined in Section 1.6 below), the Seller shall, and the Stockholders shall cause the Seller to, sell, assigntransfer, convey, transfer assign and deliver ("Transfer") to Buyer, and Buyer shallshall purchase, by payment acquire and delivery accept from the Seller, the Business and all of such Seller's rights, properties, assets, contracts, leases and businesses of every kind, character and description, whether tangible or intangible, real, personal or mixed, accrued, contingent or otherwise, and wherever located, less and except the Excluded Assets (as defined in Section 1.2 below) (after giving effect to the exclusion of the Purchase PriceExcluded Assets, purchase and acquire from Sellersuch assets are hereinafter collectively referred to as the "Transferred Assets"), free and clear of all Claims liens, claims and Encumbrances (except for Permitted Liens)encumbrances, all of the rightincluding, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”):without limitation: (a) to all machinery, equipment, furniture, office equipment, telephone equipment, computers and computer equipment, spare parts, supplies, tools and vehicles; -------------- In this Exhibit, "[***]" represents material omitted from this Exhibit and filed separately with the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders Securities and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases Exchange Commission and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);for which Confidential Treatment has been requested. (b) all of the Seller’s 's right, title and interest inin and to any income and payments due to the Seller, to including, without limitation, all accounts and under all Intellectual Property Rights ownedaccounts receivable whether or not reflected on the Seller's books and records, licensed or used by Seller primarily but expressly excluding the Excess Receivables (as defined in the Business (including the goodwill Section 9.2 hereof) and receivables due from employees, not in excess of the Business in which any of the Intellectual Property Rights are used)$30,000, and expressly designated as listed on Schedule 2.1 or Schedule 2.5(a)1.2(f) hereto; (c) any improvements located all letters of credit, leases of real and personal property, rental agreements, commitments, insurance policies (other than the disability policies listed on the Leased Real PropertySchedule 1.2(c) hereto), but in purchase orders, sales orders, service agreements, maintenance agreements, distribution agreements, supply agreements and all events only to the extentother contracts, if anyagreements and understandings, whether written or oral, and all rights, claims and causes of Seller’s interest in the same (collectivelyaction thereunder, the “Improvements”)whether pending or inchoate; (d) all of those items of equipment prepaid assets and tangible personal property owned by Seller all deposits, refunds, rebates and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior rights to payment relating to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the InventoryTransferred Assets; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1assets (including, without limitation, all issued and applied for patents, trademarks, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with customers, covenants not to compete, authors, designers and suppliers, inventions, formulae, processes and permits, computer software and source code, and all licenses, agreements and applications with respect to any other intangible personal property acquired by Seller after of the date hereof but prior to foregoing, any goodwill associated with any of the Closing Date and expressly designated by Buyer as a Purchased Assetforegoing, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other booksclaims and causes of action relating to any of the foregoing, records including claims and like items pertaining causes of action for past infringement) arising from or utilized in the operations of the Business, including the names "Anserphone" and "Anserve" and all derivations thereof (subject to the Business (collectively, the “Intangible Property”Section 9.4 hereof); (f) all Accounts Receivable and, subject to Section 2.2the extent transferable, all causes of action licenses, authorizations and permits issued by any governmental agency relating or pertaining to the foregoing (collectivelyBusiness or the Transferred Assets, the “Receivables”);and all applications therefor pending; and (g) all Inventory; books, records and files (hother than minute and stock books and other similar corporate records) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for relating to the Cash Consideration (as described in Section 3.1(b)) Business and the Note (as described in Section 3.1(a)); (i) Transferred Assets and the operations thereof for all equity interests in periods ending on or before the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, includingEffective Date, but excluding such items which relate to the Excluded Assets or the liabilities of the Seller not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated assumed by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBuyer.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall, and shall cause the Divesting Entities to, sell, assign, convey, assign and transfer and deliver to BuyerPurchaser, and Buyer shallPurchaser shall purchase, by payment acquire and delivery of accept from Seller and the Purchase Price, purchase and acquire from SellerDivesting Entities, free and clear of any and all Claims and Encumbrances Liens (except for other than Permitted Liens), all of Seller’s and the rightDivesting Entities’ rights, title titles and interest interests in, to or under all of Seller in and to the following assets, properties and rights of every kind and nature set forth below, whether real, personal or mixed, tangible or intangible (including goodwill), and wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under Inventories; (b) the Bankruptcy Code or to Transferred IP Rights; (c) the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer Governmental Authorizations set forth on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c2.01(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “ImprovementsTransferred Governmental Authorizations”); (d) other than the items set forth in Section 2.03(g), all records, files, data and other materials, whether in hard copy or electronic form, to the extent primarily relating to the Purchased Assets and the Business (but excluding records or files not reasonably separable or extractable from documents or databases that do not relate primarily to the Purchased Assets or the Business; provided, that, to the extent practicable, copies of those such records or files or the pertinent information contained therein will be provided to Purchaser on a redacted or excerpted basis) and in the possession or under the control of Seller or any of its Affiliates, including, but not limited to: (i) pricing lists for the Products, (ii) subject to Section 6.13, marketing data, marketing plans, and sales and promotional materials, (iii) quality control and vigilance records, and (iv) other business records, to the extent that such other business records are required to be transferred under applicable Law (the foregoing records and documents, collectively the “Business Books and Records”); provided, however, that Seller may retain copies of the Business Books and Records; provided, further that Seller agrees that after the Closing, Purchaser or its Representatives may, at Purchaser’s cost and expense, have access to and make copies of any books and records (or redacted portions thereof) that do not constitute Business Books and Records but that relate to the Purchased Assets or the Business, except where providing copies thereof is prohibited by applicable Law or if such items of equipment are protected by attorney-client or similar privilege. (e) the Regulatory Information; (f) the Transferred IP Licenses and tangible personal property owned by Seller and listed the Contracts set forth on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset 2.01(f) (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “ReceivablesTransferred Contracts”); (g) all Inventory;purchase orders for finished goods Products in the Territory that are outstanding as of the Closing; and (h) all cashclaims, cash equivalentscounterclaims, prepaid expensesdefenses, deposits causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, other rights of any naturekind against any third party, including, but not limited to, to the extent primarily relating to the Business or any rights Assumed Liabilities or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon Subject to satisfaction of the terms Conditions Precedent (defined below) on the Closing Date (defined below) Seller will sell, assign and subject transfer to Buyer and Buyer will buy, accept and receive from Seller, all of Seller’s right, title and interest in and to the conditions contained following assets (the “Assets”): (a) the real estate and buildings described in this AgreementSchedule 1 (the “Premises”); (b) the furniture, fixtures, equipment, automated teller machines, and other personal property described in Schedule 2, but specifically excluding licensed goods, signs, or other materials bearing the words “The Baraboo National Bank” or its associated logos, variations, or derivatives and other records of Seller not related to the Assets or Liabilities (defined below) (the “Personal Property”); (c) all teller, vault, ATM and xxxxx cash at the ClosingRhinelander Branch at the Effective Time (defined below) (the “Cash on Hand”); (d) all Rhinelander Branch prepaid expenses, Seller shall sellincluding utility expenses, assignspecial assessments (to the extent such special assessments are due and payable at the Effective Time), conveyad valorem taxes, transfer deposit insurance premiums (if any) to the extent they inure to the benefit of Buyer (including premiums payable or previously paid in connection with the insurance of the Deposit Accounts (defined below) (“FDIC Insurance”)), prepaid service contracts that may be transferred to Buyer and deliver to will benefit Buyer, and other prepaid or subsequently payable expenses expressly agreed to in writing between Buyer shalland Seller described on Schedule 3, by payment all of which shall be included with the Assets and delivery prorated on a daily basis between Buyer and Seller as of the Purchase PriceEffective Time to the extent determinable prior to the completion of the Preliminary Settlement Statement (defined below) as described in Section 3 and reflected thereon, purchase and acquire from to the extent not determinable by such time, on the Final Settlement Statement (defined below) (the “Prepaid Expenses”); (e) the loans and lines of credit (including overdraft protection lines of credit associated with the Deposit Accounts) (exclusive of the allowance for loan losses) graded “4” or better under Seller’s internal loan gradation criteria, free and clear of all Claims and Encumbrances (except for Permitted Liens)including, without limitation, all of the interest receivable on such loans and all servicing rights on such loans, attributable to the Rhinelander Branch and the Elcho Branch, each as described in Schedule 4 (the “Loans”), but not including (i) those loans listed on Schedule 4(a), and (ii) any negative DDA account balances for which no deposit has been made within fourteen (14) days prior to the Closing Date (the “Excepted Loans). All of the loans graded “5” or worse at the Rhinelander Branch and the Elcho Branch, and all Excepted Loans shall be excluded from the Assets and shall be retained by Seller. Buyer may at any time on or before the Closing Date by written notice to Seller transfer any Loan from Schedule 4 to Schedule 4(a) if Buyer has bona fide concerns respecting the collectability of such Loan (and thereafter such Loan shall be an Excluded Loan); (f) all right, title and interest of Seller in and to the following assets, wherever located safe deposit business (collectively, the “Purchased Assets”): (a) subject to the extent assignable under allocation of safe deposit rental payments as provided in Section 3(c) below) conducted at the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill Rhinelander Branch as of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Effective Time; (g) all Inventoryoriginal records and documents related to the Assets transferred or Liabilities assumed by Buyer that are maintained by Seller and available for delivery to Buyer in whatever form presently maintained by Seller; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for goodwill associated with the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a));Rhinelander Branch; and (i) all equity interests in the entities listed rights of Seller to the telephone numbers used at the Rhinelander Branch, if permitted by the provider. Seller will not sell, assign or transfer and Buyer will not purchase any assets of Seller other than the Assets, including without limitation, service contracts, mortgage servicing rights on Schedule 2.1 any loans, and not including equity any of Seller; ’s intangible assets (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all other than the goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateRhinelander Branch).

Purchase and Sale of Assets. Upon Subject to the terms and subject to conditions and --------------------------- on the conditions contained basis of and in reliance upon the representations and warranties set forth in this Agreement, at the ClosingSeller hereby sells, Seller shall sellconveys, assign, convey, transfer transfers and deliver delivers to Buyer, and Buyer shallhereby purchases from Seller, by payment and delivery effective as of the Purchase PriceClosing Date (as hereinafter defined), purchase and acquire from Sellerthe following assets, free and clear of all Claims liens, security interests and Encumbrances encumbrances: (except for Permitted Liensa) All of Seller's furniture, fixtures, signs, equipment, computer hardware and software, supplies and other personal property located at the Store (collectively, the "Equipment"), and all of the Seller's right, title and interest as tenant under the leases for each of Seller in and to the following assets, wherever located Equipment (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”"Equipment Leases"); (b) all of Seller’s right's business and customer records, title manuals, computer data, books and interest inadvertising materials, to telephone and under all Intellectual Property Rights ownedfacsimile numbers, licensed or used by Seller primarily in the Business goodwill 1. (including the goodwill of covenant not to compete from Seller and the Business Shareholders set forth in which any of the Intellectual Property Rights are usedArticle VII), Seller's trade name and expressly designated on Schedule 2.1 or Schedule 2.5(alogo, intellectual property, and all other intangible assets of Seller applicable to the Store since its opening (the "Intangible Assets"); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, All of Seller’s 's right, title and interest in as tenant under the same real property lease for the Store (collectively, the “Improvements”"Real Property Lease"); (d) all of those Seller's video cassettes, video discs, video games, video players and other items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after held for rent or sale located at the date hereof but prior to Store (the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”"Inventory"), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1All deferred charges, late fees, prepaid items, lease security deposits, and any other intangible personal property acquired by credits of all kinds, including, without limitation, amounts owed to Seller after the date hereof but prior to under rental agreements with Seller's customers that are past due as of the Closing Date and expressly designated by Buyer (as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”hereinafter defined);; and (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining Claims previously vested in Seller under insurance policies applicable to the Store. All of the foregoing (collectively, items are sometimes referred to herein as the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased "Acquired Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date."

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained set forth in this AgreementAgreement and the other Acquisition Agreements, at the Closing, TCAS Asset Purchase Agreement Seller shall will sell, assignset over, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, will purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the Seller's right, title and interest of Seller in and to any of and all of their respective properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the following assetsExcluded Assets) used exclusively or primarily in relation to the Business, wherever located as the same may exist on the Closing Date (collectively, the “"Purchased Assets”):"), including, without limitation, the following Purchased Assets: (a) All of the deposits of Seller, prepaid assets, prepaid expenses, credits and deferred charges existing on the accounting records of Seller as of the Closing Date, except to the extent assignable under relating to items specified in Section 2.3 hereof (the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”"Prepaid Expenses"); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a);[Deliberately omitted] (c) any improvements located All Tangible Personal Property listed on the Leased Real Property, but in all events only Schedule 2.2(c) hereto (other than items disposed of prior to the extent, if any, of Seller’s interest Closing in the same accordance with Section 5.2 hereof) (collectively, the “Improvements”"Purchased Tangible Personal Property"); (d) all All inventories of those items of equipment raw materials, goods, spare parts, replacement and tangible personal property owned by Seller and listed on Schedule 2.1component parts, and any office and other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset supplies (whether on hand, in-transit or on order) (collectively, the “Personal Property”"Inventories"), provided that the Personal Property shall not include the Inventory; (e) All rights of the Business under all intangible personal property owned or held Contracts except (i) those set forth on Schedule 3.16 as Contracts retained by Seller listed and (ii) set forth on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior Exhibit A to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Supply Agreement; (f) all Accounts Receivable andAll Business Intellectual Property Assets, except to the extent set forth in the Intellectual Property Agreement as being retained by Seller), subject to Section 2.2, all causes the terms of action relating or pertaining to the foregoing (collectively, the “Receivables”)Intellectual Property Agreement; (g) All papers, books and records in Seller's care, custody or control to the extent relating to any or all Inventoryof the Purchased Assets or to the operations of the Business, whether in hard copy, magnetic tape or other format or media, including, without limitation, customer and prospective customer files, vendor and prospective vendor files, maintenance records, warranty and customer support obligation records, sales and advertising material, documentation, specifications, technical manuals, outstanding proposals, accounting and financial records, price lists, personnel records for Transferred Employees to the extent permitted by law, manufacturing and quality control, records and procedures, research and development files, tax records and litigation files, except for Business Intellectual Property Assets (which are covered by clause (f) above) and except to the extent indicated on Schedule 2.2(g) hereto as being retained by Seller (collectively, "Files and Records"); (h) All of Seller's transferable rights in connection with the Business to Federal Aviation Administration certifications (including, without limitation, all cashFederal Aviation Administration Facility certifications, cash equivalents, prepaid expenses, deposits Federal Aviation Administration Supplemental Type certificates and reserves, except for the Cash Consideration (as described in Section 3.1(b)Federal Aviation Administration Parts Manufacturer Authority certificates) and the Note (as described in Section 3.1(a))TCAS Asset Purchase Agreement any similar certificates, licenses, permits, authorizations and approvals issued by any foreign Governmental Body; (i) All other transferable Governmental Approvals, including all equity interests in the entities listed on Schedule 2.1 and not including equity of Sellerapplications therefor; (j) all note receivablesAll rights to causes of action, lawsuits, claims and demands of any naturenature available to or being pursued by Seller with respect to the Purchased Assets, including, but not limited to, any the Business or the Assumed Liabilities; (k) All transferable rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30pursuant to any express or implied warranties, 2005representations or guarantees relating to Purchased Tangible Personal Property or made by suppliers furnishing goods or services to Seller; and (kl) all goodwill associated with All assets reflected on the Purchased Final Closing Statement of Net Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or used by Seller primarily in the Business mixed, tangible or intangible (including the goodwill of the Business in which any of the Intellectual Property Rights are usedgoodwill), wherever located and expressly designated on Schedule 2.1 whether now existing or Schedule 2.5(a); hereafter acquired (c) any improvements located on other than the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”Excluded Assets), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned which relate to, or are used or held by Seller listed on Schedule 2. 1for use in connection with, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible PropertyPurchased Assets”), including, without limitation, the following: (a) all Loans set forth on the Loan Purchase Schedule (the “Purchased Loans”) and all incidents of such Purchased Loans, including without limitation, the Credit Files, all of Seller’s interest under each and every existing policy or certificate of insurance, if any to the extent such policy or certificate relates to any Collateral securing any Purchased Loan or as it relates to the life or lives, health or unemployment of any Obligor, and all pending insurance claims; all claims filed in the future, if any, and the proceeds thereof; (b) all payments of principal or interest received on the Purchased Loans after the Closing, and all recoveries with respect to any advances made with respect to the Purchased Loans collected after the Closing; (c) other than as provided for in the Transition Services Agreement, all servicing rights and responsibilities including without limitation, all rights to receive servicing fees and other servicing-related income and benefits, with respect to each Purchased Loan under this Agreement; (d) all accounts or notes receivable held by Seller and any other claims of the Seller against an Obligor, consisting of the balance outstanding, the interest due (including default interest and interest accrued, but not paid, prior to the Effective Time), and costs, and any current or future security, claim, remedy or other right resulting from or related to any of the foregoing accounts, notes or claims (“Receivables”); (e) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(e) of the Disclosure Schedules (the “Assigned Contracts”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Intellectual Property Assets; (g) all Inventoryfurniture, fixtures, office equipment, supplies, computers, and other tangible personal property set forth on Section 2.01(g) of the Disclosure Schedules (the “Tangible Personal Property”); (h) all cash, cash equivalents, prepaid expenses, deposits and reservesPermits, except for permits related to the Cash Consideration conduct of the business of banking, which are held by Seller and required solely for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those Permits listed on Section 4.15(b) of the Disclosure Schedules, but only to the extent such Permits may be transferred under applicable Law (as described but if any Permit cannot be transferred under applicable Law, Seller agrees to cooperate with and reasonably assist Buyer in Section 3.1(b)) and the Note (as described in Section 3.1(a)obtaining such Permit); (i) all equity interests rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise, including but not limited to all Actions against third parties, including any dealer in respect of which a Purchased Loan financed the entities listed on Schedule 2.1 and not including equity purchase of Sellera product from such dealer; (j) all note receivablesprepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) to the extent related to any Purchased Assets; (k) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (l) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (m) originals, or, where not available, copies (electronic or paper), of any natureall books and records of the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, equipment maintenance files, customer lists, compliance records and procedures, customer complaints and inquiry files, records and data (including all correspondence with any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30Governmental Authority), 2005loan sales material and records (including policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); and (kn) all goodwill associated with and the Purchased Assets, together with going concern value of the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon Subject to and in accordance with the terms and subject to the conditions contained in of this Agreement, at the ClosingAgreement (including Section 8.7), Seller shall sell, assign, convey, transfer agrees to sell and deliver assign to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, agrees to purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of Seller’s right, title and interest in and to the following (such right, title and interest of Seller in and to the following assets(less and except the Excluded Assets and the Excluded Working Interest), wherever located collectively, the “Assets”): (a) all oil and gas leases, oil, gas and mineral leases, mineral servitudes, subleases and other leaseholds, royalties, overriding royalties, net profits interests, carried interests, mineral fee interests, farmout rights and operating and record title rights (as such terms are commonly used by the BLM) that are described on Exhibit A-1 (in each case, subject to the depth limitations set forth on Exhibit A-1), and including all other right, title and interest of Seller in and to the lands covered by or described in the instruments described on Exhibit A-1 (subject to the depth limitations set forth on Exhibit A-1), whether or not such rights, titles and interests are listed on Exhibit A-1 (collectively, the “Purchased AssetsLeases”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under ); and any customer purchase orders and all Assumed AgreementsHydrocarbon, Intellectual Property Agreementssource water, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1CO2, Schedule 2.5(a)(whether producing, Schedule 2.5(b)inactive, Schedule 2.5(ctemporarily or permanently abandoned, shut-in or otherwise) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a); (c) any improvements located on the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned Leases or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any natureUnits, including, but not limited to, the interests in the xxxxx described on Exhibit A-2 but provided the term “Xxxxx” does not include any rights disposal or interest of Seller injection xxxxx (whether producing, inactive, temporarily or permanently abandoned, shut-in that certain $800,000 note receivable from E Communications Systems maturing on September 30or otherwise) (the foregoing collectively, 2005subject to the exclusions, the “Xxxxx”); and (kb) all goodwill associated pooled, communitized or unitized acreage, whether voluntarily formed or established by order of the Oklahoma Corporation Commission or under communitization agreements with the Purchased AssetsBureau of Indian Affairs, that includes all or part of any Leases or the Xxxxx, including those formed pursuant to the pooling orders set forth on Exhibit A-3 (the “Units”), and all tenements, hereditaments and appurtenances belonging to the Leases, Xxxxx and Units but provided the term “Oil and Gas Properties” does not include any interest in disposal or injection xxxxx (the foregoing, subject to such exclusions, together with the right to represent to third parties that Buyer has acquired Leases, Xxxxx, and is operating Units, the Business formerly operated by Seller. On or before September 15“Oil and Gas Properties”); (c) all contracts, 2005, Buyer shall notify Seller agreements and instruments existing as of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.Date to the extent by which the Oil and Gas Properties are bound or subject or that relate to or are otherwise applicable with respect to the Oil and Gas Properties, including operating agreements, unitization, pooling, and communitization agreements, declarations and orders, area of mutual interest agreements, joint venture agreements, farm in and farm out agreements, exploration agreements, participation agreements, marketing agreements (including those marketing agreements set forth on Exhibit A-4), exchange agreements, transportation agreements, gathering agreements, agreements for the sale and purchase of Hydrocarbons, processing and treating agreements, including, to the extent applicable, the contracts, agreements and instruments listed

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Seller Closing Current shall sell, assign, convey, assign and transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire accept from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)Current, all of the Current's right, title and interest of Seller in and to the following assets"Purchased Assets", which shall mean all of the assets and properties of Sellers used in the SE Business, of every kind and description, wherever located (collectivelylocated, whether tangible or intangible, real, personal or mixed, as such assets and properties exist on the “Purchased Assets”):Closing Date, and shall include, without limitation: (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreementsall land, Seller’s leaseholds and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other rights under any customer purchase orders and all Assumed Agreementsappurtenant thereto including, Intellectual Property Agreementswithout limitation, Personal Property Leases and Real Property Leases expressly designated by Buyer those parcels of real property described on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(cSection 1.2(a) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”)of Disclosure Schedule; (b) all shares of Seller’s rightcapital stock of any corporation, title including Current Stationers, Inc. and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used)Current Equipment Corporation, and expressly designated on Schedule 2.1 other securities or Schedule 2.5(a);rights to acquire any shares or securities (c) any improvements located on the Leased Real Propertyall fixed assets, but in all events only to the extentmachinery and equipment (including associated inventories of spare parts), if anyfurnishings and furniture, of Seller’s interest in the same (collectively, the “Improvements”)wherever located; (d) all computer hardware and software, printers, modems and other related equipment used in the operation of those items the SE Business, subject to a royalty free and paid up license back to Current of equipment and tangible personal property owned certain computer software as described on Section 1.2(d) of the disclosure schedule delivered by Seller and listed Deluxe on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior (the "Disclosure Schedule") to use such software (provided: (i) consent for each such license back is received from the Closing Date respective licensor thereof; (ii) Current shall pay any fee charged by each respective licensor in connection with such license back including any additional charges under the related maintenance agreements; and (iii) Current hereby accepts the sub-licenses granted herein and agrees that it shall comply with each of the terms and restrictions set forth in each of the respective licenses (collectively the "Original Terms") and agrees to indemnify, defend and hold harmless the Buyer from any claim, demand, proceeding or other adverse action asserted or taken by each of the respective original licensors arising from any actual or alleged breach by Current (or Buyer if the license back is claimed to be a breach or to make Buyer a service bureau) of the Original Terms. The license back shall continue until the earlier of: (i) date on which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided period that the Personal Property shall not include SE Business ceases providing the Inventoryrelated services to Current under the relevant sections of the Transition Services Agreement; or (ii) the existing term of the respective license; (e) all intangible personal property owned or held by Seller listed inventories of tangible goods (including in-transit inventories), excluding Checks inventory at Woodmen Road on Schedule 2. 1the Current Warehouse Management System, including raw materials, work in process, finished goods and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date materials and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)supplies; (f) all Accounts Receivable and(i) patents, patent applications, patent disclosures, and improvements thereto; (ii) trademarks, service marks, trade dress, logos and trade names subject to Section 2.2a license back to Current of certain trademark rights as defined in the Trademark License Agreement (defined herein); (iii) copyrights and registrations and applications for registration thereof; (iv) mask works and registrations and applications for registration thereof; (v) computer software, data, and documentation; (vi) trade secrets and confidential business information, including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques and operating manuals, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing, and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information; (vii) other proprietary rights; and (viii) copies and tangible embodiments thereof (in whatever form or medium) (all causes of action relating or pertaining to the foregoing (collectively, being hereinafter collectively referred to as the “Receivables”"Intellectual Property"); (g) all Inventoryartwork, including without limitation original and film or electronic images, subject to (i) a five (5) year, paid up and royalty free right and license to use copy, transmit and display the artwork described on Section 1.2(g) of the Disclosure Schedule solely in connection with Checks to Current; and as (ii) a perpetual paid up, exclusive and royalty free right and license to use, copy, transmit and display the artwork identified as Executive Xxxx and Marbled Fan to Current, except for use on envelopes, business cards and rolled address labels; (h) all cashsales and promotional materials, cash equivalents, prepaid expenses, deposits catalogues and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))advertising literature; (i) all equity interests rights in executory contracts, agreements, leases, commitments and purchase orders used in the entities listed on Schedule 2.1 and not SE Business, whether oral or written, including equity of Sellerprepaid expenses; (j) all note receivables, trade accounts and notes receivable generated by the conduct of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable the SE Business and owing from E Communications Systems maturing on September 30, 2005third parties; and (k) all goodwill associated with business records, personnel files, operating records, microfilm and computer records, and customer lists and records relating to the Purchased AssetsSE Business excluding from such lists and records information relating to purchases of Checks products and names and addresses acquired from Checks, together with unless such customers were also customers of the right to represent to third parties that Buyer has acquired and is operating the SE Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DatePDI.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and any Encumbrances (except for other than Permitted Liens)Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s 's right, title and interest in, to and under all Intellectual Property Rights ownedof the assets, licensed properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used by Seller primarily or held for use in connection with, the Business (including collectively, the goodwill of "Purchased Assets"), including, without limitation, the Business in which following: (a) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the Intellectual Property Rights are usedforegoing ("Accounts Receivable"); (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and expressly designated on Schedule 2.1 or Schedule 2.5(aother inventories ("Inventory"); (c) any improvements located on all Contracts, including Intellectual Property Agreements, other than the Leased Real Property, but in all events only to Excluded Contracts (the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”"Assigned Contracts"); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1the following Benefit Plans, and any other tangible personal property acquired by Seller after assets attributable thereto: the date hereof but prior to Delta Dental of Minn. PPO Plus Premier Plan, (policy no. 720005); the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset HealthPartners Insurance Co. Empower National One Plan (collectively, the “Personal Property”policy no. 19941); United of Omaha Life Ins. Co. Voluntary Group Term Life Plan & AD&D Insurance (policy no. GVTL-ABXY), provided that Group Term Life Plan & AD&D Insurance (policy no. GLUG-ABXY), Voluntary Short-term Disability Policy (policy no. GUC-ABXY), Voluntary Long-term Disability Policy (policy no. GUPR-ABXY); of Minn. Superior Vision Services Plan (policy no. 35513); and the Personal Property shall not include the InventoryOptum Health Financial Services Section 125 Flexible Benefit Plan (including medical, limited purpose and Dependent Care Flexible Spending Accounts and HSA (plan no. 505); (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”)Intellectual Property Assets; (f) all Accounts Receivable andfurniture, subject to Section 2.2fixtures, all causes of action relating or pertaining to equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the foregoing (collectively, the “Receivables”"Tangible Personal Property"); (g) all InventoryPermits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.16(b) and Section 4.17(b) of the Disclosure Schedules; (h) all cashrights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, cash equivalentsthe Purchased Assets or the Assumed Liabilities, prepaid expenseswhether arising by way of counterclaim or otherwise, deposits and reserves, except for the Cash Consideration (excluding those rights identified as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))Excluded Assets; (i) all equity interests in the entities listed on Schedule 2.1 prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and not including equity of Sellerfees (excluding any such item relating to those items identified as Excluded Assets); (j) all note receivablesof Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) originals, or where not available, copies, of any natureall books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any rights or interest Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30sale, 2005sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements ("Books and Records"); and (km) all goodwill associated with and the Purchased Assets, together with going concern value of the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateBusiness.

Purchase and Sale of Assets. Upon the terms The Debtor, in consideration of Buyer's Winning Bid, hereby sells, transfers, assigns, conveys, grants and subject delivers to Buyer all right, title and interest in and to the conditions contained in this AgreementCollateral, at except for the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, purchase and acquire from SellerExcluded Assets, free and clear of all Claims liens, claims or encumbrances, including without limitation, pursuant to Section 9-611 of the UCC, the perfected security interests of Lender and Encumbrances other lenders identified in the UCC Search prepared by CT Lien Solutions as of March 31, 2016 attached hereto as Exhibit C (except for Permitted Liensthe "Other Secured Parties"), all effective as of immediately prior to the opening of business on the date hereof (the "Effective Time", and references herein to "as of the rightClosing" shall mean as of the Effective Time). At the Effective Time, title and interest of Seller in and the Buyer shall pay to the following assets, wherever located (collectively, Lender the “Purchased Assets”): Cash Consideration minus (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders Initial Deposit Amount and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); minus (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily in the Business $207,106.72 (including the goodwill such amount representing 75% of the Business in which any deposits received by the Debtor prior to the closing of the Intellectual Property Rights are usedForeclosure Sale for future installations for which work has not been substantially completed ("Future Installations"), (a list of such deposits is set forth on Exhibit D attached hereto)) and expressly designated on Schedule 2.1 or Schedule 2.5(a); plus (c) any improvements located on the Leased Real Propertydollar amount of equipment that has been paid for, but for use in all events only Future Installations, which as of Closing is estimated to be $0 (the extent"Estimated Equipment Spend"), if anyin cash or in immediately available funds by wire transfer to such account as the Lender shall designate. Furthermore, Debtor and Lender shall execute and deliver to Buyer such additional instruments and documents, and take such actions, as reasonably requested by Buyer to consummate the conveyance of Seller’s interest the Collateral to Buyer, including without limitation the transfer of cash and cash equivalents included in the same (collectively, Collateral to Buyer's account(s). Debtor has provided Buyer with information indicating that the “Improvements”); (d) all amount of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used accounts receivable included in the Business and expressly designated by Buyer Collateral is approximately $440,000 as a Purchased Asset (collectivelyof May 9, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date2016.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for other than Permitted Liens)Asset Purchase Agreement 7/15/13 Encumbrances, all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedthe following assets, licensed or used by Seller primarily in properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets”). (In the event the Purchased Assets are leased, Seller shall convey a leasehold interest). (a) all assets included in Net Working Capital, including 1)accounts receivable - trade, 2) retention receivable, 3) unbilled accounts receivable – trade, 4) costs in excess of xxxxxxxx, 5) accounts receivable – other, and 6) the goodwill pre-paid accounts and deposits described in subsection (e); (b) all inventories of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)Business; (c) any improvements located all furniture, fixtures, equipment, automobiles, supplies, IT hardware, and other tangible personal property of the Business, including those items listed on the Leased Real Property, Disclosure Schedule 2.01 (c) and further including any items that are not listed but in all events only to the extent, if any, of Seller’s interest that are located in the same offices of the Business (collectively, collectively the “ImprovementsTangible Personal Property”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after or the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent portion of Seller’s interest therein and only to rights under the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining Contracts set forth on Section 2.01(d) that relate to the Business (collectively, the “Intangible PropertyAssigned Contracts” or “Partially Assigned Contracts”); (e) all pre-paid accounts, subscriptions, and deposits (including real property lease deposits) set forth on Schedule 2.01(e); (f) all Accounts Receivable andintellectual property owned by Seller and used by the Business, subject to Section 2.2including promotional material, all causes photographs, etc., provided they do not utilize the name or trademarks of action relating or pertaining to the foregoing (collectively, the “ReceivablesENGlobal”); (g) all Inventorydrawings used in connection with the Business; (h) all cash, cash equivalents, prepaid expenses, deposits Permits and reserves, except for licenses including environmental permits and licenses necessary to operate the Cash Consideration Business (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)other than operating or professional licenses); (i) all equity interests in software used by the entities Business (except those certain Excluded Assets) including but not limited to those listed on Schedule 2.1 and 2.01(i), and, whether or not including equity listed on Schedule 2.01(i), all or a portion of Seller’s rights to networked and locally installed software licensing (including run time, subscription, perpetual and non-perpetual licenses) used by the Business including all, keys, fobs, dongles, databases, subscription data, server based, locally installed, network based, application and web based for all Business users; (j) all note receivablesof Seller’s rights under warranties, of indemnities and all similar rights against third parties to the extent related to any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005Purchased Assets; and (k) copies, of all goodwill associated with books and records, to the extent they exist, including books of account, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, sales material and records, internal financial statements and marketing and promotional surveys, material and research, that exclusively relate to the Business or the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Date.Asset Purchase Agreement 7/15/13

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in of this Agreement, at on the ClosingClosing Date (as hereinafter defined), Seller shall sell, assign, convey, transfer and deliver assign to Buyer, and Buyer shallshall purchase, by payment acquire and delivery of the Purchase Priceaccept, purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in the following described assets of Seller, all of which together shall constitute the Property: A. Seller’s real estate described on Schedule 1.A., together with all buildings, improvements, dikes, dams, ditches and fixtures situated thereon and all rights and appurtenances thereto, including without limitation all mineral, timber, hunting, water and flowage rights of Seller related thereto, the same being acknowledged and agreed to constitute the Xxxxx Property; B. Seller’s personal property used exclusively in connection with operation of the Xxxxx Property, which personal property is more particularly described on Schedule 1.B., together with all cranberry vines, beds, bulkheads, irrigations systems and spares parts owned by Seller and located on the Xxxxx Property, the same being acknowledged and agreed to constitute the Personal Property; C. All growing crops located on the Xxxxx Property; D. All rights of Seller under the Multi-Peril Crop Insurance Policy related to the Xxxxx Property described on Schedule 1.D. (the “MPCI Policy”); and E. All rights in, to and under all Intellectual Property Rights ownedany Federal Cranberry Marketing Order (the “Order”) applicable to the Xxxxx Property. Except as otherwise set forth in this Article I, licensed Seller shall not sell, convey, transfer or used by Seller primarily in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used)assign to Buyer, and expressly designated on Schedule 2.1 Buyer shall not purchase, acquire or Schedule 2.5(a); (c) accept, any improvements located on other property of Seller, including without limitation any cash, accounts receivable, inventories, corporate books and records, contracts, investments, computers, software, refunds, deposits and any unused inventory of pesticides, herbicides, fertilizers and other chemicals provided by Wildhawk, Inc. On the Leased Real PropertyClosing Date, but in Buyer shall assume and agree to perform all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”); (d) all of those items of equipment liabilities arising from and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); under (i) all equity interests in the entities listed on Schedule 2.1 and not MPCI Policy, including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, to the timely payment of any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired premiums due and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including payable after the Closing Date; and (ii) the Permitted Liens (as defined herein) (collectively the “Assumed Liabilities”). Except as expressly set forth in herein, Buyer is not assuming any liabilities of Seller and all such liabilities shall remain the sole responsibility of Seller.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained in this Agreementset forth herein, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall, by payment and delivery of the Purchase Price, shall purchase and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of the right, title and interest of Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”): (a) to the extent assignable under the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”); (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights ownedof the tangible and intangible assets and properties that exist as of the Closing Date and exclusively relate to the Business, licensed including, without limitation, the following (collectively, the “Purchased Assets”): (a) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories used or used by Seller primarily held for use in the Business Business, which, other than the representations contained in Section 4.09 of the Agreement, are delivered to Buyer hereunder on an AS-IS, WHERE-IS, WITH ALL FAULTS basis (“Inventory”), including the goodwill Purchased UP Inventory and excluding the Excluded UP Inventory; (b) all outstanding purchase orders of the Business in which any to the extent not fulfilled and posted to accounts receivable as of the Intellectual Property Rights are used)Closing Date, and expressly designated other than the UP Purchase Orders set forth on Schedule 2.1 or Schedule 2.5(a)Section 2.01(b) of the Disclosure Schedules; (c) any improvements located on the Leased Real Property, but in all events only Contracts relating to the extentBusiness that are set forth on Section 2.01(c) of the Disclosure Schedules, if any, including without limitation the Leases set forth on Section 4.10(b) of Seller’s interest in the same Disclosure Schedules and the Intellectual Property Agreements set forth on Section 4.11(a) of the Disclosure Schedules but excluding the UP Purchase Orders (collectively, the “ImprovementsAssigned Contracts”); (d) all of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Intellectual Property shall not include the InventoryAssets; (e) all intangible furniture, fixtures, equipment, supplies and other tangible personal property owned or held by Seller of the Business listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after Section 2.01(e) of the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business Disclosure Schedules (collectively, the “Intangible Tangible Personal Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”)Owned Real Property and Leased Real Property; (g) all InventoryPermits, including Environmental Permits listed on Section 2.01(g) of the Disclosure Schedules; provided that such Permits shall only be transferred to Buyer as allowed under applicable Law; (h) all cashcauses of action, cash equivalentsjudgments and claims or demands of whatever kind or description arising out of or relating to the Business or the Purchased Assets, including without limitation, prepaid expenses, prepayments, advance payments, deposits, surety accounts and other similar deposits, including deposits with suppliers and reservesutilities, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a))other than prepaid income Taxes; (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (j) all note receivablesoriginals, or where not available, copies, of all books and records which relate exclusively to the Business and the Purchased Assets as such Business is conducted and Purchased Assets are used in the Business as of the Closing Date, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any natureGovernmental Authority), includingsales material and records, but not limited tomaterial and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements, and excluding any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005Excluded Assets (“Books and Records”); and (k) all goodwill associated with any of the Purchased Assets, together with assets described in the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Dateforegoing clauses.

Purchase and Sale of Assets. Upon Subject to the terms and subject conditions herein set forth, and in reliance upon the representations and warranties set forth herein, the Company agrees to the conditions contained in this Agreement, at the Closing, Seller shall sell, convey, assign, convey, transfer and deliver to BuyerVision 21, and Buyer shallVision 21 agrees to purchase, assume, accept and acquire, the assets consisting of all the assets (other than the Excluded Assets specified in Section 2.2 hereof) owned by payment and delivery the Company as of the Purchase PriceClosing Date, purchase of every kind, character and acquire from Sellerdescription, free whether tangible, real, personal, or mixed, and clear of all Claims and Encumbrances (except for Permitted Liens)wherever located, all whether carried on the books of the rightCompany or not carried on the books of the Company due to having been expended, title and interest of Seller in and to the following assetsfully depreciated, wherever located or otherwise (collectively, the “Purchased "Assets”):"), including without limitation the following to the extent permitted by applicable law: (a) to All of the extent assignable under the Bankruptcy Code or to the extent assignment is consented to inventory owned by the third party or third parties to such agreements, Seller’s rights under any customer purchase orders and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules Company (collectively, the “Assumed Contracts”"Inventory"); (b) All of the accounts receivable or other rights to receive payment owing to the Company ("Accounts Receivable"); (c) All of the Company's rights in, to and under all leases of Seller’s supplies, instruments, equipment, furniture, machinery and other items of tangible personal property ("Personal Property Leases"), including, without limitation, the Personal Property Leases described on Schedule 2.1(c); (d) All of the Company's rights as a lessee in, to and under all real property lease agreements (such real property lease agreements are hereinafter referred to as "Real Property Leases" and the parcels of real property in which the Company has a leasehold interest and that are subject to the Real Property Leases are hereinafter referred to as "Leased Property"), including, without limitation, estates created by, and rights conferred under, the Real Property Leases described on Schedule 2.1(d), and any and all estates, rights, titles and interests in, to and under all warehouses, storage facilities, buildings, works, structures, fixtures, landings, constructions in progress, improvements, installations, and additions constructed or located on or affixed to the Leased Property; (e) All of the Company's rights in, to and under all contracts, agreements, leases, insurance policies, purchase orders and commitments (the "Assumed Contracts"), including, without limitation, the Assumed Contracts described on Schedule 2.1(e); (f) All tangible personal property (including supplies, instruments, equipment, furniture and machinery) owned by the Company ("Tangible Personal Property"), including, without limitation, the Tangible Personal Property described on Schedule 2.1(f); (g) All books and records of the Company, including, without limitation, all credit records, payroll records, personnel records, customer files, customer lists, computer records, computer programs, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business records, whether such Business Records are in hard copy form or are electronically or magnetically stored; (h) All franchises, licenses, permits, certificates, approvals and other governmental authorizations necessary to own and operate any of the Assets, a complete and correct list of which is set forth on Schedule 2.1(h) (together the "Licenses and Permits"); (i) All (i) United States and foreign patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark xxxlications and registrations, copyrights, copyright applications and registrations and trade names of the Company (including but not limited to all rights to the name "Vision World"); (ii) proprietary data and technical, manufacturing know-how and information (and all materials embodying such information) of the Company; (iii) developments, discoveries, inventions, ideas and trade secrets of the Company; and (iv) rights to sue xxx past infringement thereof (together the "Intellectual Property"); (j) All of the Company's right, title and interest in, to and under all Intellectual Property Rights ownedtelephone numbers used in connection with the Business, licensed including all extensions thereto; (k) All rights in, to and under all representations, warranties, covenants and guaranties made or used provided by Seller primarily in third parties to or for the Business (including the goodwill benefit of the Business in which Company with respect to any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)Assets; (cl) any improvements located on All cash and cash equivalents of the Leased Real Property, but in all events only to the extent, if any, of Seller’s interest in the same (collectively, the “Improvements”)Company; (dm) all All of those items of equipment and tangible personal property owned by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory; (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, Company's prepaid expenses, prepaid insurance, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005other similar items; and (kn) All goodwill of the Company. If and to the extent the assignment of any asset described above shall require the consent of another party, then (i) such asset shall constitute an Asset only upon and subject to receipt of such consent; (ii) such asset shall not be an Asset if and for so long as the attempted assignment would constitute a breach thereof; and (iii) the Company and the Stockholder shall cooperate fully with Vision 21 (or Vision 21's successor-in-interest) in seeking such consent and shall enter into any reasonable arrangement designed to provide to Vision 21 (or such successor-in-interest) all goodwill benefits associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing Datearising under such asset.

Purchase and Sale of Assets. Upon the terms and subject The Seller agrees to the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and the Buyer shallagrees to purchase from the Seller at the Closing, by payment subject to the exclusions contained in §2.2 and delivery of subject to and upon the Purchase Price, purchase other terms and acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens)conditions contained herein, all of the Seller's right, title and interest of Seller in and to the following assets, wherever located properties and rights of the Seller free and clear of any Liens (collectively, the “Purchased "Acquired Assets”):"), and no other properties or assets of the Seller: (a) all tangible assets of the Seller located at the HES Facility and used or held for use in the production of the Products for sale to Buyer or Intraop (other than Inventory that have been disposed of in the Ordinary Course of Business prior to the extent assignable under the Bankruptcy Code or to the extent assignment is consented Closing) and identified on Schedule 2.1(a), which shall be agreed to by the third party or third parties Buyer and Seller prior to such agreements, Seller’s rights under any customer purchase orders Closing and all Assumed Agreements, Intellectual Property Agreements, Personal Property Leases and Real Property Leases expressly designated by Buyer on Schedule 2.1, Schedule 2.5(a), Schedule 2.5(b), Schedule 2.5(c) or Schedule 2.2 and any exhibits to such schedules (collectively, the “Assumed Contracts”);attached hereto. (b) all of Seller’s right, title and interest in, to and under all Intellectual Property Rights owned, licensed or used by Seller primarily described in the Business (including the goodwill of the Business in which any of the Intellectual Property Rights are used), and expressly designated on Schedule 2.1 or Schedule 2.5(a)3.9; (c) any improvements located on the Leased Real Property, but in all events only Contractual Obligations relating to the extentDivision Assets (the "Assigned Contracts") described below: (1) The lease, if anydated as of June 24, of Seller’s interest 2003, by and between Shoreline Park, LLC and American Science & Engineering, Inc. for the premises located at 0000 Xxxxxxxxx Xxx, Xxxxxxxx Xxxx, Xxxxxxxxxx (the "HES Facility Lease"); (2) Quotation from American Science and Engineering, Inc. to Intraop Medical, Inc. dated December 5, 2003 and related Purchase Order from Intraop Medical, Inc. to American Science and Engineering, Inc. dated December 29, 2003 (together the "Intraop Agreement"); (3) The purchase commitments relating to any customer orders assumed by Buyer as set forth in Schedule 2.l(c)(3) (the same (collectively, the “Improvements”"Purchase Commitments"); (d) all of those items of equipment licenses, franchises, permits, agreements, waivers and tangible personal property owned authorizations issued by governmental authorities held or used by Seller and listed on Schedule 2.1, and any other tangible personal property acquired by Seller after primarily in connection with the date hereof but prior to the Closing Date which is used in the Business and expressly designated by Buyer as a Purchased Asset (collectively, the “Personal Property”), provided that the Personal Property shall not include the Inventory;Division Assets; and (e) all intangible personal property owned or held by Seller listed on Schedule 2. 1, and any other intangible personal property acquired by Seller after the date hereof but prior to the Closing Date and expressly designated by Buyer as a Purchased Asset, but in all cases only to the extent of Seller’s interest therein and only to the extent transferable, together with originals and/or copies of all customer and supplier lists and all other books, records and like items pertaining to the Business (collectively, the “Intangible Property”); (f) all Accounts Receivable and, subject to Section 2.2, all causes of action relating or pertaining to the foregoing (collectively, the “Receivables”); (g) all Inventory; (h) all cash, cash equivalents, prepaid expenses, deposits and reserves, except for the Cash Consideration (as described in Section 3.1(b)) and the Note (as described in Section 3.1(a)); (i) all equity interests in the entities listed on Schedule 2.1 and not including equity of Seller; (j) all note receivables, of any nature, including, but not limited to, any rights or interest of Seller in that certain $800,000 note receivable from E Communications Systems maturing on September 30, 2005; and (k) all goodwill associated with the Purchased Assets, together with the right to represent to third parties that Buyer has acquired and is operating the Business formerly operated by Seller. On or before September 15, 2005, Buyer shall notify Seller of which Contracts it intends to assume as Assumed Contracts; provided, however, that Buyer shall retain the right to amend or accept the schedule of Assumed Contracts up to and including the Closing DateDivision Documentation.