Common use of Receivables; Major Customers Clause in Contracts

Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS as of August 31, 1999. (b) Except as set forth in Part 2.8 of the Disclosure Schedule, all existing accounts receivable of MS (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 and have not yet been collected): (i) represent valid obligations of customers of MS arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoff) on or before October 31, 2000. (c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 of the gross revenues of MS in 1998, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of 1999. MS has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS or may otherwise reduce in any material respect the volume of support services provided by MS to such Person below historical levels.

Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS the Companies as of August 31November 30, 1999. (b) Except as set forth in Part 2.8 of the Disclosure Schedule, all existing accounts receivable of MS the Companies (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31November 30, 1999 and have not yet been collected): (i) represent good, valid and enforceable obligations of customers of MS the Companies arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoff) on or before October December 31, 2000. (c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 50,000 of the consolidated gross revenues of MS SFG in 1998, 1998 or (ii) more than $250,000 50,000 of MSSFG's consolidated gross revenues in the first three quarters of year-to-date through November 30, 1999. MS No Company has not received any notice or other communication (in writing or otherwise), and has not received or any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS the Companies or may otherwise reduce in any material respect the volume of support services provided business transacted by MS to such Person with the Companies below historical levels.

Receivables; Major Customers. (a) Part 2.8 2.12 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS the Company as of August 31, 199931 May 2000. (b) Except as set forth in Part 2.8 2.12 of the Disclosure Schedule, all existing accounts receivable of MS the Company (including those accounts receivable reflected on the 6 Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 incorporation and have not yet been collected): (i) represent valid obligations of customers of MS the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoffset-off) on or before October 3131 May 2000, 2000and the Vendor has no reason to believe that they will not be collected in full. (c) Part 2.8 2.12 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received fromfrom the Company's top ten customers, plus revenue from each such customer or other Person that accounted for (i) more than $250,000 of the gross revenues of MS in 1998, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of financial year ending 31 May 1999. MS The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 2.12 of the Disclosure Schedule may cease dealing with MS the Company or may otherwise reduce in any material respect the volume of support services provided business transacted by MS to such Person with the Company below historical levels.

Receivables; Major Customers. (a) Part 2.8 Section 4.7(a) of the Disclosure Schedule provides an a materially accurate and complete breakdown and aging of all accounts receivable, and notes receivable and a list of all other receivables of MS the Company as of August July 31, 19992000. (b) Except as set forth in Part 2.8 Section 4.7(b) of the Disclosure ScheduleSchedule accurately identifies in all material respects, all and provides a materially accurate and complete list of the revenues received from, each customer or other Person that accounted for more than $25,000 of the gross revenues of the Company during fiscal year 1999 and the seven months ended July 31, 2000. The Company has not received any notice or other communication (in writing or otherwise), or received any other information, indicating that any customer or other Person identified in Section 4.7(b) of the Disclosure Schedule may cease dealing with the Company or may otherwise substantially reduce the volume of business transacted by such Person with the Company below historical levels. (c) All existing accounts receivable of MS the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 such date and have not yet been collected): ) (i) represent valid obligations of customers of MS the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoff) on or before October 31, 2000. (c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 of the gross revenues of MS in 1998, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of 1999. MS has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS or may otherwise reduce in any material respect the volume of support services provided by MS to such Person below historical levels.Ordinary

Receivables; Major Customers. (a) Part 2.8 2.12 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS the Company as of August 31, 30 June 1999. (b) Except as set forth in Part 2.8 2.12 of the Disclosure Schedule, all existing accounts receivable of MS the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 incorporation and have not yet been collected): (i) represent valid obligations of customers of MS the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoffset-off) on or before October 3130 September 1999, 2000and the Vendor has no reason to believe that they will not be collected in full. (c) Part 2.8 2.12 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received fromfrom the Company's top ten customers, plus revenue from each such customer or other Person that accounted for (i) more than $250,000 of the gross revenues of MS in 1998, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of financial year ending 30 June 1999. MS The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 2.12 of the Disclosure Schedule may cease dealing with MS the Company or may otherwise reduce in any material respect the volume of support services provided business transacted by MS to such Person with the Company below historical levels.

Receivables; Major Customers. (a) Part 2.8 2.7 of the Company Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS the Company as of August 31September 30, 19991998. (b) Except as set forth in Part 2.8 2.7 of the Company Disclosure Schedule, all existing accounts receivable of MS the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31September 30, 1999 1998 and have not yet been collected): (i) represent valid obligations of customers of MS the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected are, to the Company's Knowledge, collectible in full (without any counterclaim or setoff) on or before October 31, 2000the Ordinary Course of Business. (c) Part 2.8 2.7 of the Company Disclosure Schedule accurately identifies, identifies and provides an accurate and complete breakdown of states the revenues received from, each customer or other Person that accounted for (i) more than $250,000 500,000 of the gross revenues of MS the Company in fiscal 1997 or 1998, or ; (ii) more than $250,000 125,000 of MS's the gross revenues of the Company in the first three quarters quarter of fiscal 1999. MS The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 2.7 of the Company Disclosure Schedule may cease dealing with MS the Company or may otherwise reduce in any material respect the volume of support services provided business transacted by MS to such Person with the Company below historical levels.

Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS ALC as of August March 31, 19992007 (the “Interim Balance Sheet Date”). (b) Except as set forth in Part 2.8 of the Disclosure Schedule, all All existing accounts receivable of MS ALC (including those accounts receivable reflected on the Unaudited Interim ALC Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 the Balance Sheet Date and have not yet been collected): (i) represent valid obligations of customers of MS ALC arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) except as set forth in Part 2.8 of the Disclosure Schedule, are current and will be collected collectible in full (without any counterclaim or setoff) on or before October 31, 2000). (c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 50,000 of the consolidated gross revenues of MS ALC in 1998each of the fiscal years ended January 31, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of 19992007, 2006 and 2005. MS ALC has not received any notice or other communication (in writing or or, to the Knowledge of the Major Stockholder, otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS or may otherwise reduce in any material respect the volume of support services provided by MS to such Person below historical levelsALC.

Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS each of the Companies as of August 31September 30, 19991997. (b) Except as set forth in Part 2.8 of the Disclosure Schedule, all existing accounts receivable of MS each of the Companies (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31September 30, 1999 1997 and have not yet been collected): (i) represent valid obligations of customers of MS Subsidiary arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and will be collected in full (without any counterclaim or setoff) on or before October 31, 2000. (c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 ten percent (10%) of the consolidated gross revenues of MS the Companies in 1998, any of the last three completed fiscal years or (ii) more than $250,000 of MS's gross revenues in the first three quarters six-month period ended September 30, 1997. None of 1999. MS the Companies has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS the Companies or may otherwise reduce in any material respect the volume of support services provided business transacted by MS to such Person with the Companies below historical levels.