Common use of Purchase of Assets Clause in Contracts

Purchase of Assets. Upon the terms and subject to the conditions ------------------ contained in this Agreement, at the Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company, all of the Company's assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1; (b) all rights and interests of the Company, to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's business; and (j) the capital stock of OneWorld Services, Inc.

Purchase of Assets. Upon the terms and subject to the conditions ------------------ contained in this Agreementprovisions set forth herein, at the Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer and convey to BuyereBenefits hereby purchases from Santeon, and Buyer shall purchaseSanteon hereby sells, acquire conveys, transfers and accept from the Companyassigns to eBenefits, all of the Company's Assets, plus the following described items, but in no case is Santeon selling nor is eBenefits purchasing, any assets of every kind and description (other than those assets included as set forth on Schedule 3.A.c or below in this Section 3.A: a. All Contracts; b. Those accounts receivables and other rights to payment of money arising from services performed or provided by Santeon associated with the Retained Assets as defined in Section 2.2 belowBusiness, which are listed on Schedule 3.A.b hereto (if any) (the "Transferred “Assumed Accounts Receivable”); c. All Fixed Assets"); d. All of the Intellectual Property, and subject only together with all claims related to Intellectual Property owned by Santeons (to the liabilities extent such claims are transferable); and obligations rights to xxx and recover any damages and profits and all other remedies for past, present and future infringements of the Company which are defined in Section 2.3 (foregoing;; e. All domain names and website urls associated with the "Assumed Liabilities"). The Transferred Assets includeBusiness, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein listed on Schedule 2.13.A.e hereto; (b) f. Copies of all rights books, files and interests of the Company, records to the extent they are transferable, in and apply to any contractsthe Assets or the Business, including contracts for the purchase of materialscustomer lists, supplies historical customer files, reports, plans, data, accounting and services tax records, test results, product specifications, drawings, diagrams, training manuals, engineering data, safety and the sale of products environmental reports and servicesdocuments, equipment leasesmaintenance schedules, operating and production records, inventory records, business plans, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists marketing and all other sales studies, documents and marketing information, records; g. All other property and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patentsBusiness, patent applications, proprietary designs, copyrights, moveable and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of propertyimmoveable, real or and personal, tangible or intangible, includingof every kind and description and wheresoever situated, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to including the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by Santeon on the Companypurchase or other acquisition of any part of the Assets; h. All other rights, demands, claims, credits, allowances, rebates, causes of action, known or unknown, or rights of set-off (iother than against Santeon) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation arising out of or relating to any of the Company's businessAssets; and (j) i. All goodwill and the capital stock of OneWorld Services, Inc.going concern value associated with the Assets.

Purchase of Assets. Upon the terms and subject Subject to the terms, provisions and conditions ------------------ contained in of this AgreementAgreement and upon the basis of the representations and warranties made herein, at the Escrow Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company, all of the Company's assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) the Sellers shall assign and transfer to Video Update all their right, title and interest in and to the following assets used or usable in connection with the Superior business carried on at the Stores and otherwise, except as specifically set forth on Schedule 1.1 (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machineryAll tangible property, wherever located, including without limitation, inventory, leaseholds, leasehold improvements, security systems, racking, fixtures, equipment, fixtures and furniture, a complete listing of which is included herein office furnishings, office equipment, computers and peripherals, including but not limited to the tangible property described on Schedule 2.11.1(a); (b) all rights and interests of the Company, to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanyAll accounts or customer receivables, including, without limitationbut not limited to, those listed described on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred1.1(b); (c) originals of license agreementsAll trade secrets, trademark applications "know how," confidential information and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records")data; (d) all of the Company's goodwillAll customer lists, dealer and customer lists and all other vendor lists, data bases, catalogues, brochures, art work, sales and marketing informationliterature, and all know-howadvertising buys, technologyadvertising material, drawings, engineering specifications, bills of materials, software promotional material and other intangible assets of the Companyselling material related to Superior's customers or marketing efforts; (e) all All books and records of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangibleSuperior business, including, without limitation, all restrictive movie rental records, customer credit applications, all invoices, purchase orders, files, documents, papers, computer files and/or other records of any description and negative covenant in any medium which pertain in any way to the Superior business; (f) All rights and obligations of the Sellers under all material agreements with employees as set forth on Schedule 1.1(f) and othersunder all warranties, includinglicenses, without limitationgovernmental permits or licenses of any description, nondisclosure distribution and franchise agreements, equipment leases, sales orders and purchase orders; (g) All rights as a member in any cooperative association and/or "buying group" and all supplier information; (h) All rights, as licensee or otherwise, to use and employ in its business existing computer programssystems, tapestogether with all associated hardware, discs software, documentation, computer files and timesharing back up files, owned, used by or accruing to the benefit of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the CompanyAll rights to Superior's businesstelephone number(s), fax number(s), telex address(es) (if any), lock box(es) (if any) and post office box address(es); and (j) All other assets, tangible and intangible, wherever located, related to and owned by the capital stock of OneWorld Services, Inc.Sellers in connection with the Superior business.

Purchase of Assets. Upon The Buyer agrees to buy from the terms Seller and subject the Seller agrees to sell to the conditions ------------------ contained in this Agreement, at the Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchaseall but not less than all, acquire and accept from the Company, all of the Company's business and assets of every kind and description owned by the Seller now and on the Closing Date (other than those assets included as hereinafter defined) that are used or useable in, related to or in any way connected with the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations Business of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets includeSeller, legally or beneficially, including, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2):: (a) all machinery, equipment, fixtures computer hardware, plant and furnitureoffice furniture and fixtures, a complete listing and tools and dies of the Seller ("Machinery and Equipment") all of which is included herein specifically identified on Schedule 2.11.1(a); (b) all rights and interests inventory of the Company, to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanySeller, including, without limitationfinished goods, those listed work-in-process and raw materials and supplies on Schedule 3.10 attached heretohand (the “Inventory”), however specifically excluding those identified on Schedule 3.10 not and all inventory returned by customers subsequent to be transferredthe Closing Date in the ordinary course of business of the Business and consistent with past experience; (c) originals all trade accounts receivable of license agreementsthe Business (the “Accounts Receivable”), trademark applications and software code all fees and copies of other revenues received or to be received after the Closing Date by Seller, or thereafter becoming due and payable to Seller, under all of the Company's other booksAssumed Contracts and, records and data relating in the case of any Assumed Contract that has expired, pursuant to the Transferred Assets (the "Company Books and Records")any course of dealing which represents a continuation or extension thereof; (d) all Seller Intellectual Property owned by Seller (for the avoidance of the Company's goodwilldoubt, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills than any asset or right of materials, software and other intangible assets of the CompanySeller relating exclusively to Seller’s Radio Frequency Identification (RFID) product); (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, all federal, state, local and foreign registrations thereof, if applicable, all common law rights thereto, and all claims or causes of action for infringement thereofConfidential Information; (f) customer lists, lists of suppliers, lists of salesmen, sales reports, cost sheets, bills of material, technical information (including all permitsuser and other documentation related to the Acquired Assets and Seller Intellectual Property) engineering data, licensesproduction data, orders, ratings and approvals of all federal, state, local requests for proposals or foreign governmental or regulatory authorities or industrial bodies that are held bid invitations received by the Company Seller from customers or potential customers and all of Seller’s responses thereto, marketing literature and material, logos and branding material, blueprints and specifications, drawings, and all files, financial and business information and records of the Seller relating to the extent Acquired Assets or used in the same are transferableBusiness; (g) subject to Section 11.5 hereof, all present right, title and future insurance proceeds interest of the Seller in and to (A) the contracts listed on Schedule 1.1(g) attached hereto; (B) all purchase orders given by the Seller in the ordinary course of business of the Business consistent with past practices for the purchase of products, services, materials, supplies, parts and other items used in the ordinary course of business with respect to which may be payable under the Company's insurance policies Seller has not received all of the goods or services ordered on or prior to the extent that such proceeds relate Closing Date; and (C) all purchase orders submitted to the future loss of asset value Seller (and accepted by the Seller) by customers of the Purchased AssetsSeller in the ordinary course of business of the Business, consistent with past practices, with respect to which the Seller has not received full payment thereon on or prior to the Closing Date (all of such contracts, purchase orders and sales commitments specified in clauses (A), (B) and (C) of this Section 1.1(g) are hereinafter referred to as the "Assumed Contracts"); (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive government licenses and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing permits necessary to the benefit conduct of the CompanyBusiness which are transferable to Buyer with or without the consent of the issuing authority; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation such prepaid expenses, if any, of the Company's businessBusiness as are set forth on Schedule 1.1(i) attached hereto; and (j) all of the capital Seller's right, title and interest in and to Seller's corporate name, and any variation or derivation thereof; (k) the goodwill of the Business; (l) all manufacturers', vendors' and suppliers' warranties, to the extent assignable, with or without the consent of the manufacturer, vendor or supplier, as the case may be, in respect of any asset used in the Business; and (m) general intangibles, contract claims and other rights and all other property owned by the Seller and used or useable in the Business except as excluded in the proviso below; provided, however, that there shall be excluded from such purchase and sale the following: (a) the Seller's corporate franchise, stock record books, corporate record books containing minutes of OneWorld Servicesmeetings of directors, Inc.committees of the Board of Directors, and stockholders, Seller's corporate seal, and such other records as have to do exclusively with the Seller's organization or stock capitalization; (b) the cash balances (and cash equivalents) of the Seller as of the Closing; (c) income tax deposits, income tax refunds, and any prepaid expenses not set forth on Schedule 1.1(i) attached hereto; (d) the Seller's tax returns; (e) any real property in which Seller has fee simple title, any leasehold interest of Seller in real property and any leasehold improvements; (f) any employee benefit or fringe benefit plans or policies; (g) any life insurance policies owned by Seller on the life of any employee of Seller, and the cash surrender value thereof;

Purchase of Assets. Upon At the Closing (as defined in Section 1.6), Seller agrees to sell, transfer, assign and deliver to Buyer the Assets (as defined below), and Buyer agrees to purchase and take the Assets, on the terms and subject to the conditions ------------------ contained set forth in this Agreement, at the Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company, all of the Company's assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2):“Assets” mean: (a) all machinery, equipment, fixtures and supplies, furniture, a complete listing of which is included herein fixtures, spare parts, apparatus and tools used in the Business, including, without limitation, that listed on Schedule 2.12.3(a)(i); (b) all rights right, title and interests of the Company, to the extent they are transferable, in and to interest under any customer contracts, including contracts for the purchase of materials, supplies pending orders and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those agreements identified on Schedule 3.10 not 2.15(b) as being assumed by Buyer and all agreements of current and former employees of Seller assigning or otherwise conveying copyrights, inventions and other intellectual property to be transferredSeller (the “Assumed Contracts”) and all related customer lists, files and other data; (c) originals of license agreementsall right, trademark applications title and software code interest in and copies of to all versions of the Company's software identified on Schedule 1.1(c) and all software (including firmware and other bookssoftware embedded in hardware devices) used in the Business developed, records owned, operated, or maintained by Seller, including without limitation all source code, object code, databases, data lists, data compilations, documentation, manuals, patches, and data relating to fixes associated therewith, and all proprietary rights and technology in or used in connection with any of the Transferred Assets foregoing (collectively the "Company Books and Records"“Software”); (d) all of right, title and interest in and to the Company's goodwill, dealer and customer lists and all other sales and marketing informationdomain names identified on Schedule 2.17, and all know-howcode, technologydata, drawings, engineering specifications, bills and content of materials, software Seller’s World Wide Web sites (including wxx.xxxxxx.xxx and the other intangible assets domain names listed in the Schedule 2.17) and all proprietary rights and technology in or used in connection with any of the Companyforegoing, in each case used in the Business (collectively the “Domains”); (ei) all of registered and unregistered intellectual property used in the Company's interest Business, including without limitation the Seller Proprietary Rights identified in patents, patent applications, proprietary designs, copyrights, Schedule 2.17; and (ii) all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, all federal, state, local and foreign registrations thereof, if applicable, all common law rights thereto, and all to assert claims based upon or causes of action for infringement thereofarising under Seller Proprietary Rights; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company inventory relating to the extent the same are transferableBusiness, including without limitation, any hardware and imbedded devices sold or leased by Seller to customer (“Hardware”); (g) all present and future insurance proceeds which may be payable under the Company's insurance policies intangible assets relating to the extent that such proceeds relate to the future loss of asset value of the Purchased AssetsBusiness; (h) except for Retained Assets described all Permits (as defined in Section 2.2 below, all 2.12) used in connection with the Business (other items than Permits relating to the ownership or operation of property, real or personal, tangible or intangibleproperty and only to the extent transferable), including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the CompanyPermits listed on Schedule 2.12; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation all accounts receivable of the Company's businessBusiness, including (i) those set forth on Schedule 2.4 and (ii) all accounts receivable of the Business which arise prior to Closing; (j) all records and data and any and all warranties relating to the Business; (k) all prepaid expenses and deposits relating to the Business and all rights and interests to any commitments, assets, intangibles or other benefits pursuant to such prepaid expenses and deposits; and (jl) the capital stock all of OneWorld Services, Inc.Seller’s Cash.

Purchase of Assets. Upon (a) Subject to the terms and subject conditions hereof and on the basis of and in reliance upon the covenants, agreements, representations, and warranties set forth herein, Seller hereby agrees to the conditions ------------------ contained in this Agreement, at the Closing (as defined in Section 2.7 below), the Company shall sell, assign, transfer transfer, convey, set over and convey deliver to Buyer, and Buyer shall purchase, acquire hereby agrees to purchase and accept from the Companyto accept, all of Seller's right, title, and interest in and to the Company's following property and assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) Practice (the "Transferred Practice Assets"), ) except the property and subject only to the liabilities and obligations of the Company which are defined in assets excluded under Section 2.3 1(c) (the "Assumed LiabilitiesExcluded Assets"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (ai) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1; (b) all rights and interests of the Company, All assets related to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangiblePractice, including, without limitation, all restrictive items of fixed and negative covenant agreements movable medical equipment owned by Seller (a list of which is set forth on Exhibit "A" attached hereto) (the "Equipment"); the medical and office supplies owned by Seller (the "Supplies"); and all items of office equipment and furniture owned by Seller (a list of which is set forth on Exhibit "B" attached hereto) (the "Furniture") (hereinafter collectively referred to as the "Equipment, Supplies, and Furniture"); (ii) To the extent transferable under applicable law, all currently existing patient lists, patient credit information and histories, charts, files, medical records, X-rays, and other documents and records generated in connection with employees Seller's Practice (the "Patient Records"); (iii) Seller's intangible property associated with the Practice, together with all of Seller's rights in and othersto its name and any fictitious names used in connection with the Practice, or any variations thereof, and the telephone number(s) for the Practice, to the extent assignable; (iv) All other personal property of Seller used in the Practice, including, without limitation, nondisclosure prepaid items, utility and other deposits, supplier lists, all copies of all computer programs and software or interests therein or rights thereto which are used for the purpose of supporting the Practice together with the media on which such software or programs are stored, including all documentation and information relating thereto, and, to the extent assignable, all present and future causes of action and claims, including claims under warranties relating to the Practice Assets, but excluding claims for payment for medical services rendered prior to Closing as hereinafter defined (collectively referred to as "Personal Property"); and (v) Seller's interest in and rights under all contracts, including, but not limited to, managed care agreements, computer programsgovernmental and private third party payor agreements, tapesservice contracts, discs utility contracts, licenses, leases, and timesharing files, owned, used by or accruing agreements related to the benefit operation of the Company;Practice to which Seller or the Managing Physician are a party, a list of which is set forth on Exhibit "C" attached hereto ("Contracts"). Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer, or convey to Buyer, Seller's respective rights and obligations in any of the Contracts without first obtaining all necessary approvals, consents, or waivers. Seller shall use all reasonable efforts, and Buyer shall cooperate with Seller to obtain all approvals, consents, or waivers necessary to convey to Buyer such interest in and rights under all the Contracts as soon as practical; provided however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor to any third party from whom such approval, consent, or waiver is requested. (c) Buyer and Seller agree that Buyer is not acquiring hereunder the following Excluded Assets: Seller's accounts receivable, cash, insurance policies, investments, and rights with respect thereto; any real estate; and any of the property and assets of Seller noted on Schedule 1(c) of the Disclosure Statement. (d) Except as described in the following sentence, Buyer is not assuming any debts, liabilities, or obligations of Seller of any kind or nature whatsoever, whether known or unknown, accrued or existing, including but not limited to: tort claims asserted against Seller, Managing Physician, the Practice, and/or its employees; claims against Seller, the Practice, or Managing Physician for breach of contract, which are based on acts or omissions of Seller or Managing Physician prior to the Closing Date; obligations under any employment agreements or employee benefit plans, or to pay termination or severance pay; or any obligation or liability to any local, state, or federal government or agency thereof with respect to withholding, payroll, unemployment compensation, or similar taxes, contributions, or assessments relating to individuals who provided services on behalf of Seller or Managing Physician at the Practice prior to the Closing Date. Buyer shall assume only the following obligations: (i) Obligations of Seller or Managing Physician under Contracts that Buyer elects to assume, but only with respect to performance that becomes due after the "xxxxxxxxxxxxxxx.xxx" domain name used in Closing Date; (ii) Buyer or Affiliate agree to hire the operation employees of Seller on terms and conditions acceptable to Buyer, except to the extent set forth on Schedule 1(d)(ii) of the Company's business; and (j) Disclosure Statement, but shall not assume any obligation or liability of Seller, Managing Physician, or any other party with respect to such employees which arose prior to the capital stock Closing Date, whether such liability or obligation is to an individual employee or to a third party. However, the hiring of OneWorld Services, Inc.any non-physician employee shall not create any continuing obligation on behalf of the Buyer or Affiliate to retain such employee. Buyer shall give each such hired non-physician employee credit for accrued vacation and sick time and Buyer will be credited with the value of such accrued vacation and sick time in connection with the reconciliation referred to in Section 11(d).

Purchase of Assets. Upon (a) On the terms and subject to the conditions ------------------ contained set out in this Agreement, at the Closing (as defined in Section 2.7 below)Closing, the Company shall Waveform and Parent agree to, and Parent agrees to cause Waveform to, sell, assign, convey, transfer and convey deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept agrees to purchase from the CompanySellers, all of the Company's assets of every kind and description (Business Assets wherever located, other than those assets included in the Retained Assets Excluded Assets, as defined in Section 2.2 below) the same exist immediately before the Closing (the "Transferred Purchased Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1;. (b) The operational assets (the "Operational Assets") comprise all rights and interests of the Companyfollowing assets, properties, interests in properties and rights, whether real, personal or mixed, tangible or intangible, wherever located, other than the Excluded Assets: (i) all of the Products; (ii) all manufacturing, production, laboratory, maintenance, packaging and testing machinery and equipment, tools, dies, molds, jigs, patterns and gauges, together with all spare and maintenance parts (collectively, “Equipment”) related to the extent they are transferable, in and to any contractsBusiness or the Products, including contracts for (A) all Equipment that is located at, or normally located at but temporarily removed from, or in transit to, any Facility and (B) any Equipment owned by the purchase Sellers, or either of materialsthem, supplies that is located at, or normally located at but temporarily removed from, or in transit to, any facility of any supplier, subcontractor, distributor or other Person in connection with the manufacture, sale or servicing of the Products; (iii) all Inventory; (iv) all other items of tangible personal property located at, or normally located at, the Wilsonville Facility or used primarily in connection with the Business; (v) all books, records, files, correspondence and services supplier, customer and distributor records and information related to the sale of products Business or the Products, including blueprints, drawings and servicesother technical papers and specifications, equipment leases, regulatory materials and any other contract materials related to interactions with Governmental Entities, product research and test data, quality control records, service manuals, service bulletins, training materials, product bulletins, product information booklets, business plans, inventory records, appraisals, maintenance and asset history and depreciation records, customer, vendor and purchasing history of the CompanyBusiness, includingand all technical manuals and other documents necessary to the use of the Purchased Assets and to continue the conduct of the Business and all documents related to the CE-marking of and other Permits for, without limitationProducts, those listed on Schedule 3.10 attached heretoservices and Facilities, however specifically excluding those identified on Schedule 3.10 not whether in tangible or electronic form; (vi) all purchase orders, forms, labels, shipping materials, catalogs, brochures, art works, photographs and advertising, sales and promotional materials related to be transferred;the Products or the Business; and (vii) all telephone and facsimile numbers for the Business and all listings of the Business in all tangible and electronic media, telephone books and directories. (c) originals The IP assets (the "IP Assets") comprise: (i) all Intellectual Property Rights of license agreementsthe Sellers, trademark applications and software code and copies or either of them, related to the Business or the Products, including all of the Company's other booksOwned Requisite Rights and all of rights of the Sellers, records and data relating to or either of them, in the Transferred Assets (the "Company Books and Records")Licensed Requisite Rights; (dii) all of domain names for the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the CompanyBusiness; (eiii) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, all transferable federal, state, local and foreign registrations thereofPermits related to the Business; and (iv) the websites of the Business and all of the contents of those websites. (d) The lease assets (the "Lease Assets") comprise all right, if applicable, all common law rights theretotitle, and interest of the Sellers, or either of them, in, to and under (A) the Lease (the “Wilsonville Lease”), dated as of January 15, 2016, between Waveform and Pacific Realty Associates, L.P. (the “Wilsonville Landlord”), as amended, under which Waveform leases the facility located at 00000 X.X. 00xx Xxxxxx, Xxxxxxxxxxx, XX 00000 (the “Wilsonville Facility”), (B) each confidentiality, non-disclosure, intellectual property assignment or ownership agreement with any officer, director, employee, consultant or other business relation of the Sellers, or either of them, that relates to the Business, the Products, the other Purchased Assets or the Requisite Rights and (C) the Contracts set out in Schedule 1.1(d)(C) (all assets covered by this clause (d) collectively, the “Assigned Contracts"). (e) The business share in the nominal amount of EUR 7,500.00, registered in the Slovenian court/commercial register under no. 284101, representing 100% of the registered share capital of Sub and the holder of which is Waveform (the "Sub Shares") comprise all of the issued and outstanding Interests in Sub. (f) The other assets (the "Other Assets") comprise all of the following assets, properties, interests in properties and rights, whether real, personal or mixed, tangible or intangible, wherever located, other than the Excluded Assets: (i) all prepaid expenses, advances and deposits under the Assigned Contracts, including any security deposit under the Wilsonville Lease; (ii) all rights, choses in action, claims and credits known or causes unknown, matured or unmatured, accrued or contingent, against third Persons, including all warranty and other contractual claims and credits, whether express, implied or otherwise, to the extent related to any Purchased Asset or any Assumed Liability; (iii) all transferable warranties and guarantees received from vendors, suppliers and manufacturers of action for infringement the Products and raw materials and components thereof; (fiv) all permitsclaims, licensesif any, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's existing insurance policies for damage to the extent that such proceeds relate to the future loss of asset value of the tangible Purchased Assets; (hv) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements goodwill associated with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's businessBusiness; and (jvi) all other assets of any kind and nature used in operating the capital stock Business or that materially relate to the Other Assets, other than the Operational Assets, the IP Assets, the Lease Assets and the Sub Shares. (g) To the extent permitted by applicable Laws, title to the Purchased Assets which are capable of OneWorld Services, Inc.passing by delivery shall pass by delivery at the Closing and not pursuant to any term of this Agreement or any other document.

Purchase of Assets. Upon the terms and subject to the conditions ------------------ contained in this Agreement, at the Closing (as defined in Section 2.7 below)Closing, the Company Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from Seller, the Company, all of the Company's assets of every kind and description (other than those assets included Seller specified in the Retained Assets as defined in this Section 2.2 below) 1.1 (the "Transferred Purchased Assets"), free and subject only to the liabilities and obligations clear of the Company which are defined in Section 2.3 (the "Assumed Liabilities")all Liens, other than Permitted Liens. The Transferred Assets includePurchased Assets, without limitation, the following assets and properties (other than which include those assets included in set forth on Schedule 1.1, shall include only the Retained Assets as defined in Section 2.2):following: (a) all machineryof Seller's rights under all licenses, equipmentpermits, fixtures authorizations, orders, registrations, certificates, approvals, consents and furniturefranchises required for the use of the Purchased Assets, a complete listing or any pending applications for any of which is included herein on Schedule 2.1the foregoing; (b) all rights and interests of the Company, to Seller IP Rights in the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed Intellectual Property set forth on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred1.1(b); (c) originals of license agreementsany Contract set forth on Schedule 1.1(c) (together, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and RecordsPurchased Contracts"); (d) all of the CompanySeller's goodwillcustomer deposits, dealer prepayments, prepaid expenses, refunds, causes of action, rights of recovery, rights of setoff and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills rights of materials, software and other intangible assets recoupment existing as of the CompanyClosing Date relating to the Purchased Assets; (e) all of the CompanySeller's interest in patents, patent applications, proprietary designs, copyrights, advertiser and customer and supplier lists and all patentsother sales, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" marketing and all variations thereof), and together supplier information that have been used in connection with the goodwill appurtenant thereto, all federal, state, local and foreign registrations thereof, if applicable, all common law rights thereto, and all claims or causes of action for infringement thereofPurchased Assets; (f) all permits, licenses, orders, ratings books and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company records which relate to the extent Purchased Assets, including books, records, ledgers, files, documents, correspondence, computer discs, computer files, diagrams, construction data, blueprints, instruction manuals, maintenance manuals, reports and similar documents used in connection with the same are transferablePurchased Assets; (g) all present of Seller's rights and future insurance proceeds which may be payable under interests in the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assetstrade names set forth on Schedule 1.1(g) and any and all goodwill associated therewith; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to inventory set forth on Schedule 1.1(h) (the benefit of the Company"Inventory"); (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's businessall machinery, apparatus, furniture and fixtures, materials, supplies and other equipment or property set forth on Schedule 1.1(i); and (j) all of the capital stock of OneWorld Servicesrights and interests in, Inc.to and under any third party manufacturers' warranties relating to the Purchased Assets, to the extent assignable.

Purchase of Assets. Upon On the terms and subject conditions hereinafter set forth, Seller shall transfer, sell, assign, convey and deliver unto Purchaser, all of Seller’s and its affiliates’ right, title and interest in and to the conditions ------------------ contained in this Agreement, following assets located on or used at the Closing Premises for the operation of the Sale Restaurants (collectively, the “Purchased Assets”), free and clear of any and all liens, claims, charges, pledges and other encumbrances other than the liens securing the Assumed Debt (as defined in Section 2.7 5 below), unless otherwise set forth below: (i) all buildings and leasehold improvements on the Company shall sellFee Owned Premises, assignSeller Owned Premises and to the extent owned by Seller, transfer and convey to Buyeron the Seller Leased Premises, and Buyer shall purchaseall furniture, acquire fixtures, equipment and accept from computer hardware and software (subject to any licensing restrictions in such software), supplies, light fixtures, restaurant equipment, credit card machines, art and decor, floor and wall coverings, signs, utensils, cleaning materials, boxed and unopened usable food and paper inventory, cash tills on hand in the CompanySale Restaurants, all and other personal property, located on or used at the Premises, or which are otherwise necessary for the operation of the Company's assets of every kind and description (other than those assets included Sale Restaurants in the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations ordinary course of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1business; (bii) all of Seller’s and its affiliates rights under all contracts, leases, maintenance agreements relating to the Purchased Assets, Sale Restaurants or Premises under the agreements listed on Schedule 1(ii) hereof (the “Assumed Contracts”); (iii) such rights as Seller has to use all telephone and interests facsimile numbers currently used in connection with the operation of the Company, Sale Restaurants at the Premises; and (iv) to the extent they are transferableassignable, in all licenses, timelines, approvals, permits, registrations and other similar rights obtained from governmental agencies or authorities relating to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanySale Restaurants or Premises, including, without limitation, those listed items set forth on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred1(iv) hereof; (cv) originals of license agreements, trademark applications and software code and copies of all files, books and records related to the Purchased Assets or Premises or the operation of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records")Sale Restaurants; (dvi) all claims, refunds, causes of action, counterclaims, choses in action, rights of recovery, rights of set off and rights of recoupment against any other person or entity related to the Company's goodwillPurchased Assets, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the CompanySale Restaurants or Premises; (evii) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together goodwill associated with the goodwill appurtenant thereto, all federal, state, local Sale Restaurants and foreign registrations thereof, if applicable, all common law rights thereto, and all claims or causes of action for infringement thereof; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (hviii) except for Retained Assets described in Section 2.2 below, all the prepaid deposits and other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Companyset forth on Schedule 1(viii) hereof; (iix) the "xxxxxxxxxxxxxxx.xxx" domain name used in Fee Owned Premises and all easements, rights, hereditaments, rights-of-way, fixtures and appurtenances thereto, subject only to the operation of following “Permitted Liens”: (A) inchoate liens for taxes, assessments or governmental charges which are not yet due and payable and (B) the Company's businessliens and encumbrances which secure the Assumed Debt; (x) all warranties related to the Purchased Assets, Sale Restaurants or Premises; and (jxi) the capital stock of OneWorld Services, Inc.Assigned Leases (as hereinafter defined).

Purchase of Assets. Upon Simultaneously with the terms execution and delivery of this Agreement, and subject to the terms and conditions ------------------ contained in of this Agreement, at Agreement for the Closing (as defined in Section 2.7 below)consideration set forth herein, the Company Seller shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the CompanySeller, all right, title and interest of the Seller in and to all of the CompanySeller's assets assets, Business, properties and rights of every nature, kind and description wheresoever located and whether or not reflected on the books and records of Seller (other than excluding only those assets included in the Retained Assets as defined set forth in Section 2.2 1.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets includeincluding, without limitation, the following assets (collectively, the "Purchased Assets"): (i) all operating equipment (including machinery and properties tools), furniture, fixtures, leasehold improvements, computer equipment, office equipment, communications equipment, articles of store signage and other tangible personal property which are used or held for use by the Seller in connection with the Business as set forth on SCHEDULE 1.1(I); (ii) all inventory and works-in-process which is used or held for use by Seller in connection with the Business as set forth on SCHEDULE 1.1(II); (iii) all contracts, agreements, arrangements or commitments used in connection with the operation of the Business as set forth on SCHEDULE 1.1(III) (collectively, the "Assumed Contracts"); (iv) all licenses, permits, approvals, certificates, consents, orders or other authorizations issued or granted by any governmental authority, which are owned by Seller or which are used or held for use by Seller in connection with the Business as set forth on SCHEDULE 1.1(IV); (v) originals or copies of all books, records, files and papers of Seller which are used or held for use in connection with the Business (or any portions thereof), whether in hard copy or computer format, including books of account, catalogues, mailing lists, customer data bases, telephone numbers, invoices, sales and promotional materials, manuals, sales and purchase correspondence, employment records, gift certificate and credit/return records and documentation declared or used for accounting, marketing and/or manufacturing; (vi) all rights of Seller to any computer software programs and the license or other agreements conferring rights related thereto as set forth on SCHEDULE 1.1(VI); (vii) all intellectual property rights and industrial property rights arising under statutory or common law, contract or otherwise, and whether or not perfected, which are owned by Seller or which are used or held for use by Seller in connection with the Business, including without limitation, all (a) patents, reissues and reexamined patents and patent applications, whenever filed and wherever issued, including without limitation, continuations, continuations in part, substitutes and divisions of such applications and all priority rights result from such applications as set forth on SCHEDULE 1.1(VII)(A); (b) rights associated with works of authorship including, but not limited to, copyrights, moral rights, copyright applications and copyright registrations as set forth on SCHEDULE 1.1(VII)(B); (c) rights relating to the protection of trade secrets and confidential information as set forth on SCHEDULE 1.1(VII)(C); (d) rights in trademarks, service marks, trade names, logos, symbols, sounds, musical compositions, images, audio-visual works and the like as set forth on SCHEDULE 1.1(VII)(D); (e) rights analogous to those set forth in this paragraph (vii) and any and all other proprietary rights relating to intangible property as set forth on SCHEDULE 1.1(VII)(E); and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired; (viii) 50% of all of Seller's accounts receivable from Upton Taiwan (the "Upton Taiwan Receivables"); (ix) all cash deposits, certificates of deposit, money market accounts, accounts receivable (other than those assets included in the Retained Assets as defined in Section 2.2): (aUpton Taiwan Receivables) and all machinery, equipment, fixtures and furniture, a complete listing other funds held by or on behalf of which is included herein on Schedule 2.1; (b) all rights and interests of the Company, to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanySeller, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (ci) originals Seller's warranty reserve in the amount of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets $40,000 (the "Company Books Warranty Reserve") and Records(ii) Seller's Retained Earnings (as hereinafter defined) in excess of $303,000 (the "Acquired Retained Earnings"), as set forth on SCHEDULE 1.1(IX); (dx) all of the CompanySeller's goodwillintellectual property rights, dealer title and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patentsand to the trade name, patent applications, proprietary designs, copyrights, trademark and all patents, proprietary designs, copyrights, trademarks, tradenames service mark "North Star Research" xxx any derivatives thereof (including, without limitations, other than the name "ONEWORLD SYSTEMS" and all variations thereofNorth Star High Voltage"), and together with the goodwill appurtenant thereto, all federal, state, local and foreign registrations thereof, if applicable, all common law rights thereto, and all claims whether or causes of action for infringement thereof;not registered; and (fxi) all permitsother assets, licenses, orders, ratings and approvals of all federal, state, local whether tangible or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of propertyintangible, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used owned by or accruing to the benefit of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's business; and (j) the capital stock of OneWorld Services, Inc.Seller.

Purchase of Assets. Upon At the Closing, subject to the terms of Section 2.2, and upon the terms and subject to the conditions ------------------ contained set forth in this Agreement, at the Closing (as defined in Section 2.7 below), the Company shall Seller will sell, assignconvey, assign and transfer and convey to Buyerthe Purchaser, and Buyer shall purchase, the Purchaser will purchase and acquire and accept from the CompanySeller, all of the CompanySeller's rights, title and interest in and to the assets of the Seller, wherever situated, of every kind kind, nature and description description, tangible and intangible, which are used or held for use in connection with or which otherwise relate to the Business, and all assets situated at the Facility, whether arising by contract, law or otherwise, except for the Retained Assets, all as the same shall exist as of the date hereof and which may be hereafter acquired immediately prior to the Closing (such rights and assets, collectively, other than those assets included in the Retained Assets Assets, are hereafter referred to as defined in Section 2.2 below) (the "Transferred Assets"), in each case free and subject only to the liabilities clear of all mortgages, liens, claims, charges, security interests, easements, restrictive covenants, rights-of-way, leases, purchase agreements, options and obligations of the Company other encumbrances and agreements ("Liens"), except for Liens for taxes and other governmental charges, assessments or fees which are defined in Section 2.3 not yet due and payable (the "Assumed LiabilitiesPermitted Liens"). The Transferred Assets include, without limitationWithout limiting the definition of "Assets," as set forth above in this paragraph, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2):shall include: (a) all the equipment, machinery, equipment, fixtures and furniture, a complete listing tools, appliances, telephone systems, copy machines, fax machines, implements, spare parts, supplies, leasehold improvements and all other tangible personal property of which is included herein every kind and description, including, without limitation, all of the items set forth on Schedule 2.11(a), together with any rights or claims of the Seller arising out of the breach of any express or implied warranty by manufacturers, sellers or other third parties, with respect to such assets; (b) all rights customer lists, sales records, credit data and interests other information relating to present and past customers of the CompanyBusiness; (c) all contracts and agreements pursuant to which the Business provides or will provide goods or services to its customers (collectively, to the extent they are transferable, "Customer Contracts") and all other Material Contracts (as defined in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanySection 6.16), including, without limitation, those listed on the contracts and agreements attached hereto as Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"1(c); (d) all of Seller's rights, title and interest in and to the Company's goodwill, dealer and customer lists and all other sales and marketing informationleases pursuant to which the Seller leases the Facility, and all know-howimprovements and fixtures thereon, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of whether leased or owned to or by the CompanySeller (collectively the "Facility Lease"); (e) all of vehicles and other transportation equipment used or held for use in the Company's interest Business, including those identified in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereofSchedule 1(e), and together with the goodwill appurtenant thereto, 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; (f) Subject to Section 8.6, all permitswork-in-process ("WIP"), licensesraw materials, orderspurchased parts, ratings shipping containers and approvals supplies, whether in the possession of all federalthe Seller, state, local in the possession of third parties or foreign governmental in transit to or regulatory authorities or industrial bodies that are held by from the Company to the extent the same are transferableSeller; (g) all present financial, accounting and future insurance proceeds which operating data and records relating to or used or held for use in the Business, including all tax returns, schedules, work papers, books, records, notes, sales and sales promotional data, advertising materials, credit information, cost and pricing information, equipment maintenance data, purchasing records and information, supplier lists, business plans, reference catalogs, payroll and personnel records, stationery, purchase orders, sales forms, labels, catalogs, brochures, artwork, photographs, product display and other similar property, rights and information; provided, that the foregoing shall not include materials relating to business operations of the Seller other than the Business; and provided further that the Seller may be payable under retain copies of the Company's insurance policies foregoing materials furnished to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets;Purchaser. (h) except for Retained Assets described all Intellectual Property (as defined in Section 2.2 below, all other items of property, real or personal, tangible or intangible6.13), including, without limitation, proprietary rights and all restrictive engineering, production and negative covenant agreements other designs, drawings, specifications, formulas, technology, computer and electronic data processing programs and software, inventions, processes and know-how; (i) the right to use the name "Zantop," individually or together with employees other words and othersphrases, including, without limitation, nondisclosure agreementsthe name "Zantop Macon," as an assumed name under which the Business is or has been operated, computer programssubject to the terms of Section 8.8; (j) to the extent assignable or otherwise transferable, tapesall rights in, discs to and timesharing filesunder all governmental approvals, ownedauthorizations or requirements (whether issued from a federal, used by state, local governmental authority, municipal body or accruing regulatory or administrative body) or any Licenses (as defined in Section 6.11), including, without limitation, those set forth on Schedule 1(j). (k) all insurance policies, insurance proceeds and insurance claims in favor of the Seller relating to all or any part of the Business and, to the extent transferable, the benefit of and the Companyright to enforce the covenants and warranties, if any, that the Seller is entitled to enforce against the insurer under such policies with respect to the Business; (i1) all other or additional privileges, rights, interests, properties and assets of every kind and description and located at the "xxxxxxxxxxxxxxx.xxx" domain name Facility or related to the Business (other than the Retained Assets) that are used or intended for use in connection with, or that are necessary to the operation of continued conduct of, the Company's businessBusiness as presently being conducted; and (jm) all instruments and documents of title representing any of the capital stock foregoing, and all rights, title, security and guaranties in favor of OneWorld Services, Inc.the Seller.

Purchase of Assets. Upon On the Closing Date (as defined below), subject to and upon the terms and subject to the conditions ------------------ contained in this Agreementherein, at the Closing (as defined in Section 2.7 below), the Company Sellers shall sell, assigntransfer, transfer convey, assign and convey deliver to BuyerPurchaser and Purchaser shall purchase and acquire from Sellers, free and Buyer shall purchaseclear of all Encumbrances (except those assets which are encumbered pursuant to a lease), acquire good, valid and accept from the Company, marketable title in and to all of the Company's assets of every kind and description the Business (other than those assets included in except for the Retained Excluded Assets (as defined in Section 2.2 below) (the "Transferred Assets"hereinafter defined)), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, including without limitation, the following assets, properties and rights used in or for the Business or necessary to operate the Business, wherever located and whether or not reflected on Company's books and records, including without limitation the assets and properties described below (other than those assets included in collectively, the Retained Assets as defined in Section 2.2"Purchased Assets"): (a) All customer, supplier and mailing lists, files, correspondence, databases and similar information relating to the Business, and the customers of the Business (collectively, the "Customers"), including but not limited to all machinery, equipment, fixtures related information stored on Sellers' computer systems and furniture, a complete listing of which is included herein on Schedule 2.1diskettes relating thereto; (b) all All of Company's rights and interests of the Companyunder any manufacturing and/or supply contracts, guaranties, instruments, commitments, or other understandings or arrangements, whether written or oral, attributable or relating to the extent they Business which are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferredassumed by Purchaser (collectively, the "Assumed Contracts"), as more specifically described in the General Xxxx of Sale and Assignment and Assumption Agreement of even date herewith, a form of which is attached hereto as Exhibit 1 (the "Xxxx of Sale"); (c) originals All of license agreementsCompany's licenses, trademark applications permits, approvals, orders, authorizations, rights or privileges of any nature granted, issued, approved or allowed by any federal, foreign, state, or local governmental body, administrative agency or regulatory authority, relating to or for the benefit of the Business, which may be transferred to Purchaser, as described on Schedule 2.8; (d) All goodwill and software code general intangibles relating to the Business, including without limitation Company's internet domain name, as more fully described on Schedule 2.12; (e) All of Company's inventory, raw materials, work in process, finished goods, and supplies, as more fully described on Schedule 2.19 hereto; (f) Originals or, at Sellers' option, true and correct copies of all of the Company's other booksbusiness and financial records, records Tax information, files, books and data form contracts specifically relating to the Transferred Purchased Assets described in the other clauses of this Section 1.1 or to the Assumed Liabilities, including, but not limited to, books and records which reflect the principal terms of each Assumed Contract; (g) All items of furniture, fixtures, leasehold improvements, equipment, computers, computer software, photocopy machines and office supplies, whether owned or leased by Sellers, and used in connection with the Business, all of which are listed on Schedule 2.6 (the "Company Books and RecordsFurniture & Equipment"); (dh) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the All trade accounts receivable due to Company relating to the extent Business existing on 11:59 p.m., New York time, on the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies day prior to the extent that such proceeds relate to Closing Date (the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company"Accounts Receivable"); (i) the All payments received by Dermal from Fleet Capital Corporation ("xxxxxxxxxxxxxxx.xxx" domain name used Fleet") in the operation respect of the Companyequipment being manufactured in England for Line #3 for the Fleet Lease (defined below), which payments will be remitted to the manufacturer according to Dermal's businesspayment schedule; and (j) All other items of personal property, other than the capital stock of OneWorld ServicesExcluded Assets, Inc.which are used by Sellers in connection with the Business, to the extent that Sellers have any rights or interests therein.

Purchase of Assets. Upon Subject to the terms and subject to the conditions ------------------ contained in of this Agreement, at Seller agrees on the Closing Date (as defined in Section 2.7 below)this Agreement) to assign, the Company shall sell, assigntransfer, transfer convey, and convey deliver to Buyer, and Buyer shall purchase, acquire and accept agrees on the Closing Date to purchase from the CompanySeller, all of the Company's assets and personal property of every kind and description Seller (other than those excepting only the assets included specifically identified as “Excluded Assets” in Section 1.2 below) related to or used in the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets"), and subject only to the liabilities and obligations operation of the Company which are defined Business, wherever the same may be located (collectively referred to as the “Purchased Assets”) as follows: a. All furniture, equipmcent, machinery and tooling (“Equipment”) described in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2):Exhibit 1.1 (a) hereto; b. All intangible personal property, business records, telephone numbers, and customer lists and goodwill (together with all machinerydocuments, equipmentrecords, fixtures files, computer tapes or discs, or other media on or in which the same may be evidenced or documented) (“Intangible Property”), including without limitation the following: (i) The corporate name of Secller and furniture, a complete listing of all assumed names under which is included herein on Schedule 2.1it conducts the Business; (bii) All tradenames, trademarks or service xxxx registrations and applications, common law trademarks, copyrights and copyright registrations and applications (“Trademarks”) as identified on Exhibit 1.1(b)(ii) hereto and all rights goodwill associated therewith; (iii) All domestic and interests foreign letters patent, patent applications, and patent and know-how licenses (“Patents”) as listed on Exhibit 1.1(b)(iii) hereto; and (iv) All technology, know-how, trade secrets, manufacturing processes, formulae, drawings, designs and computer programs related to or used or useful in the Business, and all documentary evidence thereof (“Technology”) as listed on Exhibit 1.1(b)(iv) hereto; (v) All of the CompanySeller’s business records and files, relating to the extent they are transferable, in Business and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the CompanyPurchased Assets, including, without limitation, those listed on Schedule 3.10 attached heretocustomer lists and records, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreementssales information, trademark applications supplier records, cost and software code pricing information, and other records and copies of all such records on whatever media such records or copies are maintained (the “Business Records”); provided however that Seller may keep a copy of such records as may be necessary for purpose of government or similar record keeping requirements. c. All inventory, materials, supplies and work-in-progress as of the Company's Closing Date (“Inventory”); d. All licenses and permits, to the extent transferable (“Licenses and Permits”) as set forth in Exhibit 1.1(e) hereto; e. All rights of Seller under contracts, agreements, commitments and other books, records and data arrangements relating to the Transferred Assets Business to which Seller is a party or is otherwise bound (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof“Contracts”), and together with the goodwill appurtenant thereto, 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; (flisted on Exhibit 1.1(f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangiblehereto, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company;contracts: (i) the "xxxxxxxxxxxxxxx.xxx" domain name used which restricts in the operation any manner Seller’s right to compete with anyone in any part of the Company's business; andworld or restricts Seller’s right to sell to or purchase from anyone; (jii) for the capital stock payment or receipt of OneWorld Serviceslicense fees or royalties to or from any person or entity; (iii) of brokerage, Inc.agency, representation, distribution, or franchise; (iv) for the advertisement, display or promotion of any of the Products of the Seller; (v) for service, consulting or management affecting any of the Assets or the Business; (vi) which is a guaranty, performance, bid or completion bond, or surety or indemnification contract; (vii) which requires the making of a charitable contribution; or (viii) which provides for the receipt or expenditure by Buyer in excess of $15,000 at any time following the Closing Date. (ix) which the requirements for performance extend beyond one (1) year from the date of this Agreement. Notwithstanding the listing of contracts on Exhibit 1.1(f), only those specifically designated thereon as a contract to be assumed by Buyer shall be considered an Assumed Contract (collectively, the “Assumed Contracts”).

Purchase of Assets. Upon the terms and subject Subject to the terms, provisions and conditions ------------------ contained in of this AgreementAgreement and upon the basis of the representations and warranties made herein, at the Closing (as defined in Section 2.7 below), the Company ) VW shall sell, assignassign and transfer to Video Update all its right, transfer title and convey interest in and to Buyerthe following assets used in connection with the VW business carried on at the Stores, and Buyer shall purchase, acquire and accept from which assets include but are not limited to the Company, all of the Company's assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) set forth on Schedule 1.1 annexed hereto (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machineryAll tangible property, wherever located, including without limitation, inventory, leaseholds, leasehold improvements, security systems, racking, fixtures, equipment, fixtures and furniture, a complete listing of which is included herein office furnishings, office equipment, computers and peripherals, unless specifically excluded on Schedule 2.11.1 (a) annexed hereto; (b) All accounts or customer receivables as described on Schedule 1.1 (b) annexed hereto, all rights and interests of the Company, to the extent they are transferable, in and to any contractsintangible property, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached heretopatents and applications therefor (if any), however specifically excluding those identified on Schedule 3.10 not to be transferredall trademarks and trade names, logos, trademark and trade name registrations, servicemark and servicemark registrations, all copyrights, copyright registrations, the applications therefor and the licenses thereto (if any), together with all goodwill and the business appurtenant thereto; (c) originals of license agreementsAll trade secrets, trademark applications "know how", confidential information and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records")related data; (d) all of the Company's goodwillAll customer lists, dealer and customer lists and all other vendor lists, databases, catalogues, brochures, art work, sales and marketing informationliterature, and all know-howadvertising buys, technologyadvertising material, drawings, engineering specifications, bills of materials, software promotional material and other intangible assets of the Companyselling material related to VW's customers or marketing efforts; (e) all All books and records of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangibleVW business, including, without limitation, all restrictive and negative covenant agreements with employees and othersmovie rental records, includingcustomer credit applications, without limitationall invoices, nondisclosure agreementspurchase orders, files, documents, papers, computer programs, tapes, discs files and/or other records of any description and timesharing files, owned, used by or accruing in any medium which pertain in any way to the benefit of the CompanyVW business; (if) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation All rights of the Company's business; and (j) the capital stock of OneWorld Services, Inc.VW under all material agreements as set forth on Schedule 1.1

Purchase of Assets. Upon (a) Subject to the terms and subject to the conditions ------------------ contained in this Agreementhereof, at the Closing (as defined in Section 2.7 below)Closing, the Company Company, shall sell, assigntransfer, transfer assign and convey deliver to Buyer, and Buyer shall purchase, acquire and accept purchase from the CompanyCompany its respective rights, title and interest in and to all of the Company's assets of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) (the "Transferred Assets")properties, and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1; (b) all rights and interests of the Company, to the extent they are transferableof every nature, in and to any contractswhether real, including contracts for the purchase of materialspersonal, supplies and services and the sale of products and servicestangible, equipment leasesintangible or otherwise, and any whether now existing or hereinafter acquired (other contract of than the CompanyExcluded Assets), includingwherever located, without limitationand Blackwater, those listed on Schedule 3.10 attached heretoshall sell, however specifically excluding those identified on Schedule 3.10 not transfer, assign and deliver to be transferred; (c) originals of license agreementsBuyer, trademark applications and software code and copies of Buyer shall purchase from Blackwater all of the Company's other books, records and data Contracts relating to the Transferred Assets Business to which Blackwater is a party and any assets and properties of Blackwater, if any, used in the Business (other than the Excluded Assets) (collectively, the "Company Books and RecordsAssets"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive such items in the following categories: (i) all cash and negative covenant agreements cash equivalents of the Company and Blackwater; (ii) all bank accounts of the Company and Blackwater; (iii) all goodwill and similar intangible assets associated with employees the Business, including but not limited to the Company's work force and othersrelationships with customers, suppliers and vendors; (iv) all rights relating to prepayments by the Company and Blackwater to any vendor, deferred charges, security deposits and similar items; (v) all of the Company's and Blackwater's accounts receivable, notes, bonds and other rights to receive payments from any Person (collectively, the "Acquired Accounts Receivable"); (vi) all rights relating to prepayments to the Company and Blackwater; (vii) all computers, servers and related hardware and equipment, furnishings and similar property of the Company and Blackwater; (viii) all Company IP; (ix) all rights under the Contracts listed on Disclosure Schedule 3.10(a), including any and all rights to receive payment, goods or services and to assert claims and take other actions thereunder; (x) copies of all books and records of the Company and Blackwater, including all tax records, accounting records, bank records, communications with accountants, attorneys, and other corporate advisors; (xi) all Permits, including pending applications therefor or renewals thereof, to the extent their transfer is permitted by law; (xii) all claims, demands, lawsuits and judgments with respect to the Business or the ownership, use or value of any Asset (whether before or after the Closing Date), including the right to bring such claims, demands and lawsuits or enforce such judgments; and (xiii) all domain names registered in the name of any Member or any third party that are used in the Business. (b) Buyer's purchase of the Assets hereunder shall be a full and complete transfer of all of the Company's and Blackwater's rights, title and interest in and to the Assets throughout the world. At the Closing, the Assets shall be transferred to Buyer free and clear of all Encumbrances whatsoever. (c) Notwithstanding the provisions of Section 1.1 or any other provision hereof or any schedule or exhibit hereto, the Company shall retain and not transfer, and Buyer shall not purchase or acquire, the following assets (collectively, the "Excluded Assets"): (i) RESERVED; (ii) Any Employee Benefit Plan or the assets of any Employee Benefit Plan; and (iii) the limited liability certificates of the Company and Blackwater, taxpayer and other identification numbers, seals and other documents relating to the organization and existence of each of the Company and Blackwater as a limited liability company and all original tax records, accounting records, bank records, communications with accountants, attorneys, and other corporate advisors. (d) Subject to the terms and conditions hereof, at the Closing, Buyer shall assume and agree to pay and discharge when due the following Liabilities (collectively, the "Assumed Liabilities"): (i) all liabilities, obligations and commitments arising out of the Contracts listed on Disclosure Schedule 3.10(a), other than the Excluded Liabilities; (ii) the Company's accounts payable to suppliers and vendors reflected in the Financial Statements or the Blackwater Financial Statements or incurred by the Company or Blackwater in the ordinary course of business since the Balance Sheet Date through the Closing (collectively, the "Assumed Accounts Payable"); and (iii) all other liabilities reflected in the Financial Statements or the Blackwater Financial Statements or incurred by the Company or Blackwater in the ordinary course of business since the Balance Sheet Date through the Closing, other than the Excluded Liabilities. (e) Except for the Assumed Liabilities, Buyer shall not assume any Liabilities whatsoever of the Company or Blackwater (collectively, the "Excluded Liabilities"), including, but not limited to: (i) any Liabilities relating to Excluded Assets; (ii) any Liabilities relating to the Assets or to the operation of the Business prior to the Closing; (iii) any Liabilities for Taxes of the Company, Blackwater or the Members, or for which the Company, Blackwater or the Members may otherwise be liable (including, without limitation, nondisclosure agreementspursuant to Section 5.3 hereof, computer programsas a transferee or successor, tapesby contract or pursuant to any law, discs and timesharing filesrule, ownedor regulation), used by or accruing which relate to the benefit ownership of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in Assets or the operation of the Business on or prior to the Closing; (iv) any litigation relating to the Assets or to the operation of the Business in either case to the extent arising from facts occurring prior to the Closing; (v) any Liabilities not related to the Business; (vi) any Liabilities with respect to any employee, independent contractor or other service provider arising prior to, or as a result of or in connection with the termination by the Company or Blackwater of such person at, the Closing (including any bonus obligations); (vii) any Liabilities related to any option to purchase or similar right to share in the appreciation of the value of the Company's businessor Blackwater's equity, whether or not arising under an Employee Benefit Plan; (viii) any Liabilities relating to the non-existence or lack of validity of a work-for-hire agreement with the Company or Blackwater with respect to Company-Owned IP; (ix) any Company Transaction Expenses; and (jx) the capital stock of OneWorld Services, Inc.any Liabilities with respect to or arising under any Employee Benefit Plan.

Purchase of Assets. Upon Pursuant to a Bill xx Sale and Assignment in substantially the terms form of Exhibit B, and subject Assignment and Assumption Agreements in substantially the form of Exhibit C (which shall be executed within a reasonable period of time after the execution of this Agreement and which thereafter shall become attached to the conditions ------------------ contained in and become a part of this Agreement, at the Closing (as defined in Section 2.7 below), the Company DTR shall selltransfer, assignconvey, transfer assign and convey deliver to BuyerSMTK, and Buyer SMTK shall purchase, acquire purchase and accept from the Companyassume, all of the Company's assets assets, rights and benefits of every kind and description (other than those assets included in the Retained Assets as defined in Section 2.2 below) DTR related to its ownership, marketing, sale or distribution of any prepaid products or any telecommunications products (the "Transferred Acquired Assets"), and subject only to . Without limiting the liabilities and obligations generality of the Company which are defined in Section 2.3 foregoing, the Acquired Assets shall include (collectively, the "Assumed LiabilitiesBusiness"). The Transferred Assets include, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1; (b) all rights and interests of the Company, to the extent they are transferable, in and to any contracts, including contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases, and any other contract of the Company, including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent applications, proprietary designs, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitations, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company; (i) all of DTR's rights, claims and assets related to its business and legal relationships with Philips Consumer Communications and its affiliates ("Philxxxx"), Telemac Cellular Corporation and its affiliates ("Telemac"), Shared Technologies Cellular, Inc. and its affiliates ("STC"), Worldwide Direct, Inc. and its affiliates ("WWD"), (ii) any other assets or rights owned by DTR relating to Prepaid Cellular Phones or the business of WWD (including all inventory, equipment, intellectual property or other assets, but excluding all cash, accounts receivable, office supplies, office equipment, personal computers, commercially available software and expressly excluding all rights to use of the name "Direct To Retail" or "DTR" or the associated logos, trademarks or service marks). SMTK shall also have the right, but not the obligation, to solicit and hire any of DTR's employees (other than senior management personnel of DTR) employed in connection with the Business, and DTR shall cooperate and assist SMTK in connection with such matters. At any time, SMTK shall also have the right to return all or any portion of the Acquired Assets to DTR, and such returned assets shall thereafter no longer be considered part of the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's business; and (j) the capital stock of OneWorld Services, Inc.Acquired Assets".

Purchase of Assets. Upon the terms and subject to the conditions ------------------ contained in this Agreement, at On the Closing (Date, as defined in Section 2.7 below)hereinafter defined, the Company shall Buyer will purchase and acquire from Seller, and Seller will sell, assigntransfer, transfer convey and convey deliver to Buyer, and Buyer shall purchase, acquire and accept from the Company, all of the Company's assets of every kind and description (other than those assets included in Seller integral to the Retained Assets as defined in Section 2.2 below) operations of Seller (the "Transferred Assets"), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets includeincluding, without limitation, the following assets and properties (other than those assets included in the Retained Assets as defined in Section 2.2):following: (a) all machineryaccounts (including without limitation any bank accounts, equipmentchecks, fixtures cash equivalents and furnitureany cash on hand) (collectively, a complete listing of which is included herein the "Accounts"), all unfilled purchase orders (the "Back Log") and accounts receivable existing on Schedule 2.1the Closing Date, including any security held for the payment thereof (the "Accounts Receivable"); (b) all rights inventories including, without limitation, raw materials, (including, without limitation, all PCI-related raw materials), all work-in-process, all finished goods (including, without limitation, 250 completed PCI boards in the possession of Seller), office supplies, maintenance supplies, packaging materials, spare parts and interests similar items (collectively, the "Inventory") that exist on the Closing Date. Notwithstanding the foregoing, Inventory shall not include certain inventory in the possession of New Wave Manufacturing, Inc., which is known to and acceptable to Buyer; (c) all tangible assets of Seller (the Company, to the extent they are transferable, in and to any contracts"Fixed Assets"), including contracts for the purchase of materialswithout limitation all machinery, supplies computer hardware and services and the sale of products and servicesother equipment, equipment leasestools, and any other contract maintenance machinery and equipment, whether or not reflected as capital assets in the accounting records of Seller except non-PCI-related test equipment; (d) all intangible property rights of Seller (the Company"Intangible Property"), including, without limitation, those listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferred; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (di) all of the Company's goodwillinventions (whether patentable or unpatentable and whether or not reduced to practice), dealer and customer lists and all other sales and marketing informationimprovements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, as well as any foreign applications claiming priority therefrom, (ii) all trademarks, service marks, trade dress, logos, and trade names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all trade secrets and confidential business information (including ideas, research and development, know-how, technologyformulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, engineering specifications, bills of materialscustomer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (vi) all computer software (including data and related documentation), (vii) all other proprietary rights, and (viii) all copies and tangible embodiments thereof (items listed in clauses (i)-(viii) shall be referred to herein as "Intellectual Property"), and all licenses and goodwill associated therewith, sublicenses and other intangible assets agreements (as licensor or licensee) relating to any of the Company;foregoing kinds of property, and rights thereunder, or rights to any "know-how" or disclosure or use of ideas, remedies against infringements thereof, and rights to protection of interest therein under the laws of all jurisdictions; and (e) all of rights under the Company's interest in patentscontracts, patent applicationsagreements, proprietary designslicenses and other instruments that are set forth on Schedule 1.01(e) attached hereto, copyrights, and all patents, proprietary designs, copyrights, trademarks, tradenames (including, without limitationscollectively, the name "ONEWORLD SYSTEMS" and all variations thereofContract Rights"), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible, including, without limitation, all restrictive and negative covenant agreements with employees and others, including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit of the Company; (i) the "xxxxxxxxxxxxxxx.xxx" domain name used in the operation of the Company's business; and (j) the capital stock of OneWorld Services, Inc..

Purchase of Assets. Upon In reliance upon the representations, warranties, covenants, and agreements contained in this Agreement, Purchaser hereby purchases and Seller hereby sells, assigns, grants, transfers, and conveys to Purchaser upon the terms and subject to the conditions ------------------ contained in of this Agreement, at the Closing free and clear of all liabilities (as defined in Section 2.7 belowfixed or contingent), the Company shall sellobligations, assignsecurity interests, transfer and convey to Buyerliens, and Buyer shall purchaseclaims, acquire and accept from the Companyor encumbrances of any nature or kind whatsoever except for Assumed Liabilities, all of the Company's assets assets, properties, and rights of Seller of every kind type and description (other than those assets included in description, tangible and intangible, wherever located and whether or not reflected on the Retained books of Seller or carried thereon at zero value, including without limitation the following, provided however, that Seller shall not sell and Purchaser shall not purchase the Excluded Assets as defined described in Section 2.2 below1.2 of this Agreement: (a) All world wide web sites and domain names owned or licensed by Seller, including AxxxxxxxxxxxXX.xxx, together with all documentation related thereto, and all related java applets and scripts, (collectively, the "Transferred Assets"“Web Sites”), and subject only to the liabilities and obligations of the Company which are defined in Section 2.3 (the "Assumed Liabilities"). The Transferred Assets includeincluding, without limitation, the following assets and properties (other than those assets included in Web Sites listed on Section 1.1(a) of the Retained Assets as defined in Section 2.2): (a) all machinery, equipment, fixtures and furniture, a complete listing of which is included herein on Schedule 2.1Disclosure Schedule; (b) all rights software applications, tools, technologies, and interests of the Companycomponents owned by Seller in both source code and object code versions with all versions, modifications, and enhancements thereto, together with all programming tools, libraries, and software to the extent they are transferablesupport and augment such software, in and to any contractsall flowcharts, including contracts for the purchase of logic diagrams, technical and descriptive documentation, materials, supplies and services and specifications related thereto (collectively, the sale of products and services, equipment leases, and any other contract of the Company“Applications”), including, without limitation, those the Applications listed on Schedule 3.10 attached hereto, however specifically excluding those identified on Schedule 3.10 not to be transferredSection 1.1(b) of the Disclosure Schedule; (c) originals of license agreements, trademark applications and software code and copies of all of the Company's other books, records and data relating to the Transferred Assets (the "Company Books and Records"); (d) all of the Company's goodwill, dealer and customer lists and all other sales and marketing information, and all know-how, technology, drawings, engineering specifications, bills of materials, software and other intangible assets of the Company; (e) all of the Company's interest in patents, patent rights, patent applications and continuances, trade names and trade dress, trademarks (registered and unregistered), trademark applications, proprietary designsservice marks (registered and unregistered), copyrightsservice mxxx applications (all marks to include all goodwill associated therewith), copyrights (registered and unregistered) and applications therefor, formulae, trade secrets, and all patents, proprietary designs, copyrights, trademarks, tradenames know-how necessary or desirable to the conduct of the business as conducted by Seller and as proposed to be conducted by Purchaser (including, without limitationscollectively, the name "ONEWORLD SYSTEMS" and all variations thereof), and together with the goodwill appurtenant thereto, 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; (f) all permits, licenses, orders, ratings and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies that are held by the Company to the extent the same are transferable; (g) all present and future insurance proceeds which may be payable under the Company's insurance policies to the extent that such proceeds relate to the future loss of asset value of the Purchased Assets; (h) except for Retained Assets described in Section 2.2 below, all other items of property, real or personal, tangible or intangible“Intellectual Property”, including, without limitation, the Intellectual Property listed on Section 1.1(c) of the Disclosure Schedule; (d) All rights of Seller in all restrictive software licensed from third parties and negative covenant agreements with employees used by Seller, including without limitation, development tools, third party components, third party content used in the Web Sites and othersApplications, and all other third party software used by Seller (collectively, the “Shrink-wrap Software”), including, without limitation, nondisclosure agreements, computer programs, tapes, discs and timesharing files, owned, used by or accruing to the benefit software packages listed on Section 1.1(d) of the CompanyDisclosure Schedule; (ie) The executory obligations of Seller arising under the "xxxxxxxxxxxxxxx.xxx" domain name used contracts listed in the operation Section 1.1(e) of the Company's businessDisclosure Schedule (each individually, a “Contract” and collectively, “Contracts”), together with the right to receive income with respect to the Contracts after the Closing Date, to the extent assignable; and (jf) All data, books, records, correspondence, accounts, records of sales, customer lists, files, papers, and related materials used by Seller in connection with the capital stock Purchased Assets (collectively, the “Books and Records”). The assets, rights, and properties of OneWorld ServicesSeller described in this Section 1.1 which are not Excluded Assets as defined in Section 1.2 hereof, Inc.are hereinafter collectively referred to as the “Purchased Assets.”