Common use of REPRESENTATIONS AND WARRANTIES OF DRI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF DRI. As a material inducement to the Buyer to (i) enter into this Agreement, and (ii) purchase and acquire the Shares, DRI represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement or in the documents filed by DRI with the SEC (the “SEC Filings”) pursuant to the requirements of the Securities Exchange Act of 1934 (the “1934 Act”), that: (a) DRI is a corporation duly organized, validly existing and in good standing under the laws of North Carolina. (b) The audited financial statements of DRI for the year ended December 31, 2004 and unaudited financial statements of DRI for the three months ended March 31, 2005 that have been filed with the SEC Filings (hereinafter collectively referred to as the “DRI Financial Statements”) include, as applicable to the relevant period, a balance sheet and related statements of net income (loss), shareholders’ equity and cash flows for the periods ended on such dates. The DRI Financial Statements fairly present the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods to which they apply. Since March 31, 2005, there has been no material change in the nature of the business of DRI, nor any material adverse change in its financial condition or property, nor have any warrants, options, shares of common stock or securities or instruments convertible into or exchangeable for common stock been issued, and DRI has incurred no material obligations or liabilities or made any commitments other than as disclosed in the DRI Financial Statements, the SEC Filings, or otherwise to Buyer. (c) DRI is not a party to any material litigation, pending or threatened, nor has any claim been made or, to the best knowledge of DRI’s executive officers, asserted against DRI nor are there any proceedings threatened or pending before any federal, state or municipal government, or any department, board, body or agency thereof, involving DRI that would, if resolved adversely to DRI, have a material adverse effect on DRI or its financial condition or operations. (d) DRI is not in violation or default of any provision of its Articles of Incorporation or Bylaws or of any provision of any material instrument or contract to which it is a party or by which it is bound or, to the best knowledge of its executive officers, of any provision of any federal, state or local judgment, writ, decree, order, law, statute, rule or government regulation, applicable to it. The execution, delivery and performance of this Agreement or the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision or an event which results in the creation of any lien, charge or encumbrance upon any asset of DRI. DRI has all requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements and has all requisite power and authority to execute and deliver the certificates representing the Shares. All necessary corporate proceedings of DRI have been duly taken to authorize the execution, delivery and performance by DRI of this Agreement and the sale and issuance of the Shares. This Agreement and the Related Agreements have been duly authorized, executed and delivered by DRI, are the legal, valid and binding obligations of DRI, and are enforceable as to DRI in accordance with their respective terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by DRI for the execution, delivery or performance by DRI of this Agreement and the Related Agreements. No consent of any party to any contract, agreement, instrument, lease, license, arrangement or understanding to which DRI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement and the Related Agreements. (e) DRI has not in the past year received notice from any of its trading markets to the effect that it is not in compliance with the listing or maintenance requirements thereof.

REPRESENTATIONS AND WARRANTIES OF DRI. As a material inducement to the Buyer to (i) enter into this Agreement, and (ii) purchase and acquire the Shares, DRI represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement or in the documents filed by DRI with the SEC (the “"SEC Filings”") pursuant to the requirements of the Securities Exchange Act of 1934 (the “"1934 Act”"), that: (a) DRI is a corporation duly organized, validly existing and in good standing under the laws of North Carolina. (b) The audited financial statements of DRI for the year ended December 31, 2004 2002 and unaudited financial statements of DRI for the three six months ended March 31June 30, 2005 2003 that have been filed with the SEC Filings (hereinafter collectively referred to as the “"DRI Financial Statements”") include, as applicable to the relevant period, a balance sheet and related statements of net income (loss), shareholders’ ' equity and cash flows for the periods ended on such dates. The DRI Financial Statements fairly present the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods to which they apply. Since March 31June 30, 20052003, there has been no material change in the nature of the business of DRI, nor any material adverse change in its financial condition or property, nor have any warrants, options, shares of common stock or securities or instruments convertible into or exchangeable for common stock been issued, other than a cumulative total of 1,815,000 shares of Series E Preferred Stock, which are convertible into common stock at $3.00 per share, and an associated warrant for 60,500 shares of common stock, and DRI has incurred no material obligations or liabilities or made any commitments other than as disclosed in the DRI Financial Statements, Statements or the SEC Filings, or otherwise to Buyer. (c) DRI is not a party to any material litigation, pending or threatened, nor has any claim been made or, to the best knowledge of DRI’s 's executive officers, asserted against DRI nor are there any proceedings threatened or pending before any federal, state or municipal government, or any department, board, body or agency thereof, involving DRI that would, if resolved adversely to DRI, have a material adverse effect on DRI or its financial condition or operations. (d) DRI is not in violation or default of any provision of its Articles of Incorporation or Bylaws or of any provision of any material instrument or contract to which it is a party or by which it is bound or, to the best knowledge of its executive officers, of any provision of any federal, state or local judgment, writ, decree, order, law, statute, rule or government regulation, applicable to it. The execution, delivery and performance of this Agreement or the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision or an event which results in the creation of any lien, charge or encumbrance upon any asset of DRI. DRI has all requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements and has all requisite power and authority to execute and deliver the certificates representing the Shares. All necessary corporate proceedings of DRI have been duly taken to authorize the execution, delivery and performance by DRI of this Agreement and the sale and issuance of the Shares. This Agreement and the Related Agreements have been duly authorized, executed and delivered by DRI, are the legal, valid and binding obligations of DRI, and are enforceable as to DRI in accordance with their respective terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by DRI for the execution, delivery or performance by DRI of this Agreement and the Related Agreements. No consent of any party to any contract, agreement, instrument, lease, license, arrangement or understanding to which DRI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement and the Related Agreements. (e) DRI has not in the past year received notice from any of its trading markets to the effect that it is not in compliance with the listing or maintenance requirements thereof.

REPRESENTATIONS AND WARRANTIES OF DRI. As a material inducement to the Buyer to (i) enter into this Agreement, and (ii) purchase and acquire the Shares, DRI represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement or in the documents filed by DRI with the SEC (the “SEC Filings”) pursuant to the requirements of the Securities Exchange Act of 1934 (the “1934 Act”), that: (a) DRI is a corporation duly organized, validly existing and in good standing under the laws of North Carolina. (b) The audited financial statements of DRI for the year ended December 31, 2004 and unaudited financial statements of DRI for the three months ended March 31, 2005 and June 30, 2005, that have been filed with the SEC Filings (hereinafter collectively referred to as the “DRI Financial Statements”) include, as applicable to the relevant period, a balance sheet and related statements of net income (loss), shareholders’ equity and cash flows for the periods ended on such dates. The DRI Financial Statements fairly present the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods to which they apply. Since March 31June 30, 2005, there has been no material change in the nature of the business of DRI, nor any material adverse change in its financial condition or property, nor have any warrants, options, shares of common stock or securities or instruments convertible into or exchangeable for common stock been issued, and DRI has incurred no material obligations or liabilities or made any commitments other than as disclosed in the DRI Financial Statements, the SEC Filings, or otherwise to Buyer. (c) DRI is not a party to any material litigation, pending or threatened, nor has any claim been made or, to the best knowledge of DRI’s executive officers, asserted against DRI nor are there any proceedings threatened or pending before any federal, state or municipal government, or any department, board, body or agency thereof, involving DRI that would, if resolved adversely to DRI, have a material adverse effect on DRI or its financial condition or operations. (d) DRI is not in violation or default of any provision of its Articles of Incorporation or Bylaws or of any provision of any material instrument or contract to which it is a party or by which it is bound or, to the best knowledge of its executive officers, of any provision of any federal, state or local judgment, writ, decree, order, law, statute, rule or government regulation, applicable to it. The execution, delivery and performance of this Agreement or the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision or an event which results in the creation of any lien, charge or encumbrance upon any asset of DRI. DRI has all requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements and has all requisite power and authority to execute and deliver the certificates representing the Shares. All necessary corporate proceedings of DRI have been duly taken to authorize the execution, delivery and performance by DRI of this Agreement and the sale and issuance of the Shares. This Agreement and the Related Agreements have been duly authorized, executed and delivered by DRI, are the legal, valid and binding obligations of DRI, and are enforceable as to DRI in accordance with their respective terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by DRI for the execution, delivery or performance by DRI of this Agreement and the Related AgreementsAgreements other than as set forth in Article VI. No consent of any party to any contract, agreement, instrument, lease, license, arrangement or understanding to which DRI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement and the Related Agreements. (e) DRI has not in the past year received notice from any of its trading markets to the effect that it is not in compliance with the listing or maintenance requirements thereof.

REPRESENTATIONS AND WARRANTIES OF DRI. As a material inducement to the Buyer to (i) enter into this Agreement, and (ii) purchase and acquire the SharesShares and the Option, DRI represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement or in the documents filed by DRI with the SEC (the “SEC Filings”) pursuant to the requirements of the Securities Exchange Act of 1934 (the “1934 Act”)Agreement, that: (a) DRI is a corporation duly organized, validly existing and in good standing under the laws of North Carolina. (b) The Except as disclosed in Exhibit H hereto, DRI does not own or control, directly or indirectly, any interest in any other corporation, joint venture, partnership, association or other business entity. (c) DRI has furnished to the Buyer, or will furnish to the Buyer prior to the Closing Date, copies of the audited financial statements of DRI for the year years ended December 31, 2004 1997 and 1996 and unaudited financial statements of DRI for the three months ended March 31, 2005 that have been filed with the SEC Filings 1998 (hereinafter collectively referred to as the “"DRI Financial Statements”) "). The DRI Financial Statements, copies of which are attached as Exhibit A hereto, include, as applicable to the relevant period, a balance sheet and related statements of net income (loss), shareholders’ ' equity and cash flows for the periods ended on such dates. The DRI Financial Statements fairly present the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods to which they apply. Since The DRI Financial Statements have been prepared in accordance with generally accepted accounting principles (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the applicable rules of the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), consistently applied throughout the periods involved, are correct and complete, and are in accordance with the books and records of DRI. The accountants whose report on the audited financial statements is filed with the Commission are, and during the periods covered by the reports included in filings made with the Commission were, independent certified public accountants with respect to DRI within the meaning of the 1934 Act. (d) DRI has good and marketable title to all of its properties and assets carried on the DRI Financial Statements and such properties and assets are subject to no material mortgage, pledge, lien, security interest, claim or other encumbrance except (i) as disclosed in the DRI Financial Statements and the notes thereto, or except as otherwise disclosed in this Agreement, or in writing to Buyer, (ii) as may arise in the ordinary course of business, or (iii) the interest of a lessor under any non-capital lease. (e) Except as otherwise described on Exhibit B hereto, since March 31, 20051998, there has been no material change in the nature of the business of DRI, nor any material adverse change in its financial condition or property, nor have any warrants, options, shares of common stock or securities or instruments convertible into or exchangeable for common stock been issued, and DRI has incurred no material obligations or liabilities or made any commitments other than as disclosed in the DRI Financial StatementsStatements or as otherwise disclosed on Exhibit B hereto. Moreover, since March 31, 1998, there has been no damage, destruction or loss or other occurrence or other development (whether or not insured against) which either singly or in the SEC Filings, aggregate materially adversely affects DRI and DRI's executive officers have no knowledge of any threatened occurrence or otherwise to Buyerdevelopment which would materially adversely affect the properties or assets or the business or operations of DRI. (cf) Except as disclosed in Exhibit C hereto, DRI is not a party to any material employment agreement with any of its officers, directors or shareholders, or to any lease, agreement or other commitment, nor to any pension, insurance, profit sharing or bonus plan. (g) Except as otherwise disclosed on Exhibit D hereto, DRI is not a party to any litigation, pending or threatened, nor has any claim been made or, to the best knowledge of DRI’s 's executive officers, asserted against DRI nor are there any proceedings threatened or pending before any federal, state or municipal government, or any department, board, body or agency thereof, involving DRI that would, if resolved adversely to DRI, have a material adverse effect on DRI or its financial condition or operations. (dh) DRI is not in violation or default of any provision of its Articles of Incorporation or Bylaws or of any provision of any material instrument or contract to which it is a party or by which it is bound or, to the best knowledge of its executive officers, of any provision of any federal, state or local judgment, writ, decree, order, law, statute, rule or government regulation, applicable to it. The execution, delivery and performance of this Agreement or the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a violation or default under any such provision or an event which results in the creation of any lien, charge or encumbrance upon any asset of DRI. DRI has all requisite power and authority to execute, deliver and perform each of (a) this Agreement Agreement, (b) the Option Agreement, and (c) the Related Agreements Registration Rights Agreement, and has all requisite power and authority to execute and deliver the certificates representing the Shares and the Option Shares. All necessary corporate proceedings of DRI have been duly taken to authorize the execution, delivery and performance by DRI of this Agreement, the Option Agreement and the sale and issuance of the SharesRegistration Rights Agreement. This Agreement and the Related Agreements have has been duly authorized, executed and delivered by DRI, are is the legal, valid and binding obligations obligation of DRI, and are is enforceable as to DRI in accordance with their respective its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by DRI for the execution, delivery or performance by DRI of this Agreement, the Option Agreement and or the Related AgreementsRegistration Rights Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement or understanding to which DRI is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement, the Option Agreement and or the Related AgreementsRegistration Rights Agreement. (ei) Since March 31, 1998, DRI has not, except as disclosed in Exhibit E hereto, and prior to the Closing, DRI will not have (i) paid or declared any dividends on or made any distributions in respect of, or purchased or redeemed, any of the outstanding shares of its capital stock or issued any additional shares of its capital stock; or (ii) made or authorized any amendments to its Articles of Incorporation, or to its By-Laws; or (iii) mortgaged or pledged or subjected to any lien, charge or other encumbrance, any of its assets, tangible or intangible; or (iv) sold, leased, transferred or contracted to sell, lease or transfer any material assets, tangible or intangible, or entered into any other transactions outside of the ordinary course of business; (v) made any loan or advance to or become obligated as guarantor or otherwise on behalf of any officer, director or shareholder of DRI or to any other person, firm or corporation; (vi) paid any compensation to any officer or director (in their capacities as such) other than in the ordinary course of business; (vii) suffered any labor trouble; (viii) made or become a party to any contract or commitment or renewed, extended, amended or modified any contract or commitment which in any case involved an amount in excess of $100,000 or a term in excess of 180 days, except in the ordinary course of business; (ix) become bound or entered into any contract, commitment or transaction other than in the ordinary course of business or except as otherwise contemplated by this Agreement; or (x) waived any rights which alone or in the aggregate are material to DRI. (j) The authorized capitalization of DRI consists of 10,000,000 shares of Common Stock, par value $.10 per share and 1,000,000 shares of Preferred Stock, par value $.10 per share. As of the date hereof, 2,674,075 shares of Common Stock have been duly authorized and validly issued and are outstanding, fully paid and nonassessable, and 354 shares of Preferred Stock are issued or outstanding. The Shares, when issued in accordance with the terms and conditions of this Agreement, and the Option Shares, when issued in accordance with the terms and conditions of the Option Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Except as described in Exhibit F hereto or as may be contemplated by this Agreement, DRI has no commitments or obligations of any nature whatsoever to issue, deliver or sell under any preemptive rights, offer, stock option agreement, bonus agreement or purchase plan, stock incentive compensation plan, conversion right, contingent share agreement or otherwise, any Common Stock or Preferred Stock. (k) Except as set forth in Exhibit G hereto, to the best knowledge of DRI's executive officers, DRI has not infringed, and is not now infringing upon, any trademark, trade name, service mark xx copyright belonging to any other person, firm or corporation. DRI is not a party to any license agreement, or any other agreement with respect to any trademark, service mark, xxade names or applications for same or any copyrights, except as disclosed in Exhibit G hereto. To the best of its knowledge after reasonable inquiry, and except as disclosed on Exhibit G hereto, DRI owns or holds adequate licenses or rights to use all trademarks, service marks, trade names, or copyrights used in the past year received notice from any business as now conducted by it and such use does not, and will not, infringe upon or otherwise violate the rights of its trading markets to the others in a manner which might have a material adverse effect that it is not in compliance with the listing or maintenance requirements thereofon DRI.