Common use of Sale of Assets Clause in Contracts

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on the Closing Effective Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, computer software, and data processing equipment, tools and supplies equipment (the "Equipment"), including the Equipment described on SCHEDULE 2.1(ASchedule 2.1(a);; --------------- (b) All contracts, documents, franchises, licenses, instruments, agreements and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options option relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(BSchedule 2.1(b);; --------------- (c) All customer and supplier files and databases, customer and supplier listsfiles, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(CSchedule 2.1(c);; --------------- (d) Seller's Employee files for those Employees employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(ESchedule 2.1(e);; --------------- (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, patents, inventions, trade secrets and royalty rights and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(GSchedule 2.1(g);; and --------------- (h) All goodwill, goodwill and going concern value and all other intangible properties related to the Business;; and (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or All of Seller's use of the Assets (the "Seller's Name"); andAccounts Receivable.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase and receive from the Seller on the Closing Effective Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, computer software, data processing equipment, tools and supplies other equipment (the "Equipment"), including the Equipment described on SCHEDULE 2.1(ASchedule 2.1(a); (b) All contracts, leases, documents, franchises, licenses, instruments, agreements and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the material Contracts of the Seller described on SCHEDULE 2.1(BSchedule 2.1(b); (c) All customer and supplier files and databases, customer and supplier lists, and copies of accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(CSchedule 2.1(c); (d) Seller's Employee files for those Employees employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(ESchedule 2.1(e) or as described in Section 2.1(j); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, trade secrets and royalty rights and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(GSchedule 2.1(g); (h) All goodwill, goodwill and going concern value and all other intangible properties related to the Business; (i) All of Seller's receivables, including Accounts Receivable, notes receivable and trade receivables, and intercompany receivables relating to the Business; and (j) The exclusive right to use the name names "Amicus One Legal Support Services, Co.," "Cardinal Reporting Services AssociatesCo." and "AM Court Reporting, Inc.Co.", any similar name or derivative thereof, and any past or present assumed names or trade names in connection with the Business or Seller's use of the Assets (the "Seller's NameNames"); and) in all areas in which the Business is conducted and all other rights with respect to the Seller's Names in which the Seller has an interest outside such area, if any, except that Seller may use the aforementioned names in connection with the winding up of its affairs and liquidation.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on the Closing Effective Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, computer software, data processing equipment, motor vehicles, and tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(ASchedule 2.1(a); (b) All contracts, leases, documents, franchises, licenses, instruments, agreements and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(BSchedule 2.1(b); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(CSchedule 2.1(c); (d) Seller's Employee files for those Employees employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(ESchedule 2.1(e); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, patents, inventions, trade secrets and royalty rights and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(GSchedule 2.1(g); (h) All goodwill, goodwill and going concern value and all other intangible properties related to the Business; (i) All of Seller's receivables, including Accounts Receivable, notes receivable, trade receivables, and intercompany receivables relating to the Business; and (j) The exclusive right to use the name "Reporting Services AssociatesLegal Enterprise, Inc.", any similar name or derivative thereof, and any past or present assumed names or trade names in connection with the Business or SellerBuyer's use of the Purchased Assets (the "Seller's NameNames"); and.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on the IPO Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, computer software, data processing equipment, and tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A), but specifically excluding the Excluded Assets; (b) All contracts, leases, documents, franchises, Licenses, instruments, agreements and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, patents, inventions, trade secrets and royalty rights and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, goodwill and going concern value and all other intangible properties related to the Business; (i) All of Seller's Accounts Receivable, including notes receivable, trade receivables, and intercompany receivables relating to the Business. (j) All raw materials, work in process, finished goods, consigned goods, and other inventories relating to the Business, as more fully described on SCHEDULE 2.1(J) (the "Inventory"); and (k) The exclusive right to use the name "Reporting Services Xxxxx X. Xxxxxxx & Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names or trade names in connection with the Business or Seller's use of the Assets (the "Seller's NameNames"); and.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, computer software, data processing equipment, and tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, leases, documents, franchises, instruments, Licenses, agreements and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, patents, inventions, copyrights, trademarks, trade secrets and trade and assumed names, principally related to the Business together with the right to receive royalties with respect thereto or recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) All of Seller's Accounts Receivable, except such portion of Seller's Accounts Receivable constituting Excluded Assets. (j) All raw materials, work in process, finished goods, consigned goods, and other inventories relating to the Business, as more fully described on SCHEDULE 2.1(J) (the "Inventory"); (k) The exclusive right to use the name "Reporting Services Jilio & Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's NameNames"); and (l) The Real Property described on SCHEDULE 3.14(A), if any.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, at the Seller agrees to Closing, Sellers shall sell, assign, transfer, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to shall purchase from the Seller on the Closing DateSellers, all assets owned of each Seller's right, title, and interest in, to, and under all of the assets, properties, and rights of every kind and nature, whether real, personal, or mixed, tangible or intangible (including goodwill), wherever located, and whether now existing or hereafter acquired, which relate to, or are used by Seller and used or held for use in or derived from connection with, the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as collectively, the "Assets"):), free and clear of all Encumbrances other than Permitted Encumbrances; provided, however, that the Assets shall not include the Excluded Assets. The Assets specifically include: (a) All office equipmentall accounts or notes receivable held by any Seller, furnitureand any security, artworkclaim, service equipmentremedy, supplies, computer hardware, data processing equipment, tools and supplies or other right related to any of the foregoing (the "EquipmentAccounts Receivable"), including excluding the Equipment described Accounts Receivable set forth on SCHEDULE 2.1(ASchedule 2.2(d); (b) All contractsall inventory, documentsfinished goods, franchisesraw materials, instrumentswork in progress, packaging, supplies, parts, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing inventories (the "ContractsInventory"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer all Contracts, including Intellectual Property Agreements, set forth on Schedule 2.1(c) (the "Assigned Contracts"); (d) all Intellectual Property Assets; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and supplier files other tangible personal property (the "Tangible Personal Property"); (f) all Owned Real Property and databasesall rights pursuant to the Leases; (g) all assignable Permits, including Environmental Permits, that are held by any Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Assets, including those listed on Schedule 5.25; (h) all rights to any Actions of any nature available to or being pursued by any Seller to the extent related to the Business, the Assets, or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (excluding any such item relating to the payment of Taxes other than Taxes payable with respect to any Real Property or Tangible Personal Property), to the extent included in the calculation of Closing Net Working Capital; (j) all of each Seller's rights under warranties, indemnities and all similar rights against third Persons to the extent related to any Assets; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Assets, or the Assumed Liabilities, to the extent included in the calculation of Closing Net Working Capital; (l) originals, or where not available, copies, of all books and records, including books of account, ledgers, and general, financial, and accounting records, machinery and equipment maintenance files, customer and lists, customer purchasing histories, price lists, distribution lists, supplier lists, accounting production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial recordsstatements, invoicesmarketing and promotional surveys, material and research, and other books and records files relating principally to the Business Intellectual Property Assets and the Intellectual Property Agreements (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (dm) all right, title, and interest in and to use of each Seller's Employee files for those Employees actually hired by Buyername (on a royalty-free basis) within the industries in which any Seller, Spartan, or any of their respective Affiliates currently operate; (en) All rightall goodwill and the going concern value of the Business; and (o) all cash, title and interest of Sellercash equivalents, inbank accounts, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property")marketable securities, and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related current assets of any Seller, to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used extent included in the Business, and remedies against infringements thereof, and rights to protection calculation of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andClosing Net Working Capital.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to grant, bargain, sell, convey, transfer, assign and deliver to the BuyerPurchaser, and the Buyer Purchaser agrees to purchase from the Seller Seller, on the Closing Date, to be effective as of the Effective Date, all of the assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein collectively as the "Assets"):), including without limitation all of the assets set forth on the Balance Sheet Report dated as of the Measurement Date, subject only to changes occurring in the Ordinary Course of Business since the Measurement Date, and the following: (a) All all tangible personal property (such as office equipment, furniture, artwork, service equipment, computer equipment, software, machinery, supplies, computer hardwarefurniture, data processing equipmentfixed assets, tools fixtures and supplies (vehicles) owned by the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Seller; (b) All contractsall of Seller's patents, documents, franchises, instruments, and patent applications or other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all patent rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereoninventions, if any (the "Intellectual Property"), trade secrets and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, royalty rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect theretosublicenses, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)jurisdictions; (hc) All goodwillall leases, going concern value subleases, contracts, contract rights, and other intangible properties related agreements relating to the operation of the Business; (id) The exclusive right all of Seller's general intangibles, claims, causes of action, choses in action, rights of recovery, rights of set off, rights of recoupment and goodwill; (e) all of Seller's franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies; (f) all of Seller's books, records, client and supplier lists, ledgers, files, documents, correspondence, lists, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials; (g) all of Seller's accounts, accounts receivable, trade receivables, notes and other receivables, including those outstanding on the Measurement Date and those arising or accruing thereafter, all of which remain outstanding as of the Closing Date, other than those which have been collected by Seller in the Ordinary Course of Business; and (h) all rights to use the name "San Francisco Reporting Services Associates, Inc.", any similar name or derivative Service" and all variations thereof, and any past or present assumed names in connection with the Business or Seller's use current telephone number; however, notwithstanding the foregoing or any provision hereof to the contrary, the term "Assets" shall not include, and Purchaser shall not acquire, any assets disposed of, used or consumed in the Ordinary Course of Business between the Assets (Measurement Date and the Closing Date, nor any cash or other property to the extent such cash or other property is specifically disclosed and described as an "Seller's Name"); andExcluded Asset" on SCHEDULE 2.1 hereof. ------------

Sale of Assets. Subject Effective as of the Closing Date (as defined below), Seller hereby irrevocably sells, conveys, transfers and assigns to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, all of Seller's right, title and the Buyer agrees interest in and to purchase from the Seller on the Closing Date, all of its assets owned by Seller and used in or derived from the Business (properties other than those specifically excluded under Section 2.2 belowassets set forth on Schedule 1.1 (the "Excluded Assets") including the following free and clear of all Liens, (such assets to be referred to herein as the "Assets"):), including without limitation, the following: (a) All office equipmentall Intellectual Property Rights owned by Seller embodied by, furnitureor which would be infringed by the making, artworkusing, service equipmentoffering for sale, suppliesselling, computer hardwareimporting or other exploitation of the Transferred Technology or otherwise related to or necessary for the operation of the Business including without limitation the Intellectual Property Rights listed or described in Schedule 1.1(a) , data processing equipmentall rights to recover past, tools present and supplies future damages for infringement of such Intellectual Property Rights, and all information, workpapers, work product and other materials of any type whatsoever related to or evidencing such Intellectual Property Rights (collectively, the "EquipmentSeller Intellectual Property"), including the Equipment described on SCHEDULE 2.1(A); (b) All contractsall Technology owned or transferable by Seller, documentsincluding without limitation, franchises, instruments, any Technology constituting the Products and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing Technology listed on Schedule 1.1(b) (the "ContractsTransferred Technology")) (to the extent that any Software is transferred to Buyer, including the Contracts described on SCHEDULE 2.1(Ball versions of such Software shall be included and such Software shall be transferred electronically); (c) All customer all of Seller's rights (including, without limitation, any leasehold interests) under any Contract between Seller and supplier files and databases, customer and supplier lists, accounting and financial records, invoicesa third party other than such agreements that are Excluded Assets, and other books including without limitation, any Contracts pursuant to which Seller acquired any rights in and records relating principally to the Business any Software of a third party and those Contracts set forth in Schedule 1.1(c) (the "Books and RecordsTransferred Agreements"), including the Books and Records described on SCHEDULE 2.1(C); (d) all fixed or tangible assets, inventory, equipment, personal property and supplies of Seller's Employee files for , including without limitation, those Employees actually hired by Buyeritems described in Schedule 1.1(d); (e) All the goodwill of Seller relating to the Business; (f) all sales and promotional literature, Customer Information and other sales-related materials owned, used, associated with or employed by Seller at the Closing Date; (g) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations and any other Permits held or used by Seller in connection with, or required for, the Business, to the extent transferable; (h) all of Seller's claims against any parties relating to the Assets, including without limitation, against any party to a Transferred Agreement and unliquidated rights under manufacturers' and vendors' warranties or guaranties; (i) all of Seller's accounts receivable and any proceeds therefrom collected by Seller prior to the Closing Date; and (j) except for the Excluded Assets, all Seller's right, title and interest of Seller, on the Closing Date in, to and under all service marksother assets, trademarks, trade rights and assumed names, principally related claims of every kind of nature used or intended to be used in the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct operation of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and.

Sale of Assets. Subject to the terms and conditions set forth in provisions of this Agreement, at the Closing Date (as defined below), Seller agrees shall sell to sellBuyer and Buyer shall purchase from Seller all of the Seller's right, convey, transfer, assign title and deliver interest in and to the Buyerproperties and assets used exclusively in the Seller’s Product Lifecycle Management (“PLM”) operations (collectively, the "Business") of every kind and description, tangible and intangible, real, personal or mixed, and wherever located all of which assets are set forth on Schedule 1.1 (the Buyer agrees to “Subject Assets”). The following assets and properties of Seller shall be excluded from such purchase from and sale (the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "“Excluded Assets"”): (a) All office equipmentSeller's corporate seals, furniturecorporate franchise, artworkorganizing or governing documents, service equipmentBy-laws, suppliesstock record books, computer hardwarecorporate record books containing minutes of meetings of directors and stockholders and such other records as have to do exclusively with Seller's organization or stock capitalization (collectively, data processing equipment, tools and supplies (the "EquipmentCorporate Records"), including the Equipment described on SCHEDULE 2.1(A); (b) All contractsSeller’s wholly-owned Italian subsidiary, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)SofTech Srl; (c) All customer Seller's tax and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by BuyerAll cash on hand, cash overdraft positions, bank deposits and cash equivalents of or associated with Seller and/or the Business wherever conducted as of the Closing Date; (e) All rightbilled accounts receivable as of the Closing Date for product licenses, title subscriptions, third party product licenses, maintenance and interest professional services so long as such invoices were issued based on written purchase orders and the billing took place in accordance with the ordinary course of Seller, inbusiness and the revenue recognition procedures of Seller provided that such billed accounts receivable are listed on Schedule 1.1(e), to and under all service marks, trademarks, trade and assumed names, principally related be delivered to the Business together Buyer at or prior to the Closing and comply with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)provisions of Section 4.7; (f) All advertising materials properties and assets other than the Subject Assets (as defined below), whether tangible or intangible (including all other printed or written materials technology, materials, documents, software code, trademarks, patent filings) related to the conduct eCommerce ideas including HomeView, OfferSafe, SplitIt, or otherwise used, or intended for use, in the business of the BusinessSeller’s and its subsidiaries’ e-Commerce operations; (g) All of the Seller's general intangiblesSofTech tax assets including, claimsbut not limited to, rights of set off, rights of recoupment net operating loss carryforwards and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)tax credits; (h) All goodwill, going concern value and other intangible properties payments due from Mentor Graphics Corporation related to the Business;deferred payments from the sale of the CADRA product line in October 2013. (i) The exclusive right Seller’s contractual arrangement with Acacia Research Group and its wholly-owned subsidiary Auto-Dimensions, LLC related to use future rights to 30% of net recoveries from the name licensing and/or enforcement of the Seller’s patents sold to Acacia Research Group in 2011 and 2012; and (j) All assets not specifically identified on Schedule 1.1 as Subject Assets. The assets, property and business of Seller to be sold to and purchased by Buyer under this Agreement set forth on Schedule 1.1 are hereinafter sometimes referred to as the "Reporting Services Associates, Inc.Subject Assets", any similar name or derivative thereofand the assets, property and any past or present assumed names in connection with business of Seller to be excluded from the Business or Seller's use of the Assets (sale to Buyer are hereinafter sometimes referred to as the "Seller's Name"); andExcluded Assets" .

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, the Seller agrees to at Closing Sellers shall sell, grant, assign, convey, transfer, assign transfer and deliver to the Buyer, or cause to be sold, granted, assigned, conveyed, transferred and delivered to Buyer, and the Buyer agrees to shall purchase from Sellers, the Seller on the Closing DateAssets, free and clear of any and all assets owned by Seller and used in or derived from the Business (Encumbrances other than those specifically excluded under Section 2.2 below) the Permitted Real Property Encumbrances, including the following (such assets to be referred to herein as but in any event excluding all of the "Excluded Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Real Property; (b) All contractsall equipment, documentsvehicles, franchises, instruments, furniture and furnishings and other written tangible personal property owned or oral agreements relating to leased by Sellers in connection with the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "ContractsPersonal Property"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer all usable supplies and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)inventory of Sellers; (d) Seller's Employee files for all financial, project-related, personnel and other records of the Business (including equipment records, project plans, documents, catalogs, books, records, files, operating manuals and drawings), other than those Employees actually hired by relating solely to Excluded Assets, Excluded Contracts, Excluded Contracts Receivable, Completed Contracts, Excluded Liabilities and employees who do not become Hired Employees; provided, however, that Sellers may, at their sole cost and expense and during normal business hours upon not less than twenty-four (24) hours' prior notice to Buyer, make and retain copies of all books and records to be transferred pursuant to this clause (d), and Buyer, or its Designee, as the case may be, may at its sole cost and expense and during normal business hours upon not less than twenty-four (24) hours' prior notice to Sellers, make and retain copies of all books and records not being transferred pursuant to this clause (d); (e) All right, title and interest all interests of Seller, inSellers in the Assumed Contracts, to and the extent transferable or assignable under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)applicable Legal Requirements; (f) All advertising materials all Permits and all other printed or written materials related approvals (including pending approvals) of Governmental Authorities relating to the conduct ownership, development and operations of the BusinessBusiness and the Assets, to the extent transferable or assignable under applicable Legal Requirements; (g) All all interests of Sellers in and to all Intellectual Properties used in connection with, or derived from or arising out of, the ownership and operation of the Seller's general intangiblesBusiness and all computer software, claims, rights of set off, rights of recoupment programs and other proprietary intangibles, licenses and sublicenses granted and obtained similar systems owned or licensed by any Seller for use in connection with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein the extent transferable or assignable under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)applicable Legal Requirements; (h) All goodwillall interests of Sellers in all property, going concern value real, personal or mixed, tangible or intangible, arising or acquired between the Effective Date and other intangible properties related to the BusinessClosing Date; (i) The exclusive right all Investments of any Seller; (j) general intangibles of the Business, including goodwill; (k) any and all claims and causes of action, including privileges related thereto, of any Seller against third parties (other than those excluded pursuant to use Section 2.02(j) hereof), including but not limited to claims and causes of action (i) relating to the name "Reporting Services Associatesvalue, Inc."condition or title to the Assets, manufacturer's or vendor's warranties with respect to the Assets or products liability related to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or otherwise, (ii) relating to the Assumed Liabilities or the Assumed Contracts or (iii) against any similar name current or derivative thereofformer officer or director of any Seller who becomes a Hired Employee; (l) all corporate office furniture and equipment, data center hardware and equipment, residential real property and other assets of Sellers wherever located; (m) all Accounts Receivable, Completed Contracts Receivable, notes receivable and Excluded Contracts Receivable (other than Excluded Contracts Receivable excluded pursuant to Section 2.02(a)); (n) all Cash (other than the Cash Consideration and the Employee Payments); (o) all security or other deposits relating to, without limitation, the Real Property and any past equipment owned or present assumed names in connection with the Business or Seller's use leased by any Seller other than those related to Excluded Assets; (p) any prepaid expenses other than those related to Excluded Assets; (q) all proceeds of the Assets foregoing and all other property of Sellers of every kind, character or description, tangible and intangible, known or unknown, wherever located and whether or not reflected on the Financial Statements or similar to the properties described above; (r) all partnership and joint venture interests of any Seller with respect to the "Seller's Name"); andBusiness.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, the Seller agrees to at Closing, Sellers shall sell, convey, transfer, and assign and deliver to the BuyerPurchaser, and the Buyer agrees to Purchaser shall purchase from the Seller on the Closing DateSellers, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All Sellers’ right, title and interest of Seller, in, to in and under all service marks, trademarks, trade and assumed names, principally related to the Business together with Assets, free and clear of all Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) to the right extent authorized by the Bankruptcy Code, including all of Sellers’ right, title and interest in and to recover for infringement thereonthe following: (a) all real property and tangible personal property owned or used by any Seller including, if any (the "Intellectual Property")without limitation, all machinery, equipment, computers, furniture, furnishings, fixtures, office supplies, vehicles, and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used tools that relate in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related any way to the Business; (b) all Assumed Contracts; (c) all Inventory; (d) all Permits that relate in any way to the Businesses (to the extent transferrable to Purchaser), including two liquor licenses owned by the Debtors, for which Purchaser must obtain Governmental Authority approval to transfer to Purchaser; (e) customer database, excluding any records, data, customer information or any other item that is part of such database which Sellers are prohibited by Law (or Contract) from providing to Purchaser or the transfer of which would require consent if the required consent has not been provided; (f) subject to the exclusion in Section 2.2(f), all books and records, files, data, reports, computer codes and sourcing data, advertiser and supplier lists, cost and pricing information, business plans, and manuals, blueprints, personnel records for Employees and other records that relate in any way to the Businesses (but excluding any personnel records with respect to former employees of Sellers, and excluding personnel records with respect to Employees which Sellers are prohibited by Law from providing to Purchaser or the transfer of which would require Employee consent) (collectively, the “Documents”); (g) all marketing, advertising and promotional materials; (h) all goodwill associated with the Businesses and/or the Assets; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, all telephone and any past or present assumed names telephone facsimile numbers and directory listings used in connection with the Business or Seller's use Businesses; and (j) The Lifetime Golf Membership Contracts. Exhibit C hereto sets forth the Lifetime Golf Membership Contracts and the agreements that Purchaser wants Sellers to assume and assign to Purchaser (the “Proposed Assumed Contracts”). Sellers shall take the necessary steps to seek Bankruptcy approval to assume and assign the Proposed Assumed Contracts to Purchaser. If the Bankruptcy Court Order approving Debtors’ proposed Bid Procedures includes the procedure to assume and assign executory contracts, Sellers shall follow those procedures to request Bankruptcy approval to assume and assign the Proposed Assumed Contracts to Purchaser. If the procedure to assume and assign executory contracts is not set forth in the Bid Procedures Order entered by the Bankruptcy Court, then Sellers shall file a motion with the Bankruptcy Court, seeking authority to assume and assign the Proposed Assumed Contracts to Purchaser (the “Assignment Motion”). The Assignment Motion shall include a schedule of the Assets Proposed Assumed Contracts together with the Cure Amounts relating thereto, and shall be served on the counterparties to the Proposed Assumed Contracts. Purchaser expressly acknowledges and agrees that, notwithstanding anything contained in this Agreement to the contrary, (x) any hearing to authorize the "Seller's Name"); andassumption and assignment to Purchaser of any Proposed Assumed Contract shall be scheduled at a date and time determined by the Bankruptcy Court (which may be a date subsequent to the Closing Date) and (y) Purchaser’s obligation to pay the Purchase Price and consummate the Transactions on the Closing Date is not conditioned on or affected in any way by the timing of such hearing or the outcome thereof. The following Contracts are included in the Excluded Assets: (i) all Contracts that are not Proposed Assumed Contracts, and (ii) any Proposed Assumed Contract that the Bankruptcy Court does not permit to be assumed and assigned to the Purchaser.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Seller agrees to Closing, Sellers shall sell, assign, convey, transfer, assign transfer and deliver to the Buyer, and the Buyer agrees to shall purchase from Sellers, all right, title and interest in and to the Seller on Assets, free and clear of all Encumbrances other than the Permitted Encumbrances. The sale, assignment, conveyance, transfer, and delivery of the Assets by Sellers to Buyer shall be made at the Closing Dateby the execution and delivery of one or more Deeds, Bills of Sale, Assumption Agreements and such other assignments, licenses, endorsements and other appropriate instruments of transfer as Buyer shall reasonably request to vest in Buyer good and marketable title to the Assets, free and clear of all assets owned by Seller and used in or derived from the Business (Encumbrances other than those specifically excluded under Section 2.2 below) including Permitted Encumbrances. Without limiting the following (such assets to be referred to herein as generality of the "Assets"):foregoing, the Assets shall include all of the following: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)all Accounts Receivable; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Prepaid Expenses; (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)all Inventory; (d) Seller's Employee files for those Employees actually hired by Buyerall Owned Real Property; (e) All right, title and interest of Seller, all rights in, to and under all service marksthe Real Property Leases, trademarks, trade and assumed names, principally related to other than the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)Excluded Real Property Leases; (f) All advertising materials and all other printed or written materials related to the conduct of the BusinessTangible Personal Property, including that listed on Schedule 2.01(f); (g) All of all rights under those Contracts set forth on Schedule 2.01(g) (collectively, the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G“Assumed Contracts”); (h) All goodwill, going concern value all legally transferable Permits and other intangible properties approvals (including pending approvals) of Governmental Authorities relating to the ownership, development and operations of the Business or the Assets described on Schedule 2.01(h); (i) all rights in and to all Intellectual Property and, to the extent assignable, all Computer Software, including that set forth on Schedule 2.01(i); (j) all Sellers’ Trademarks, general intangibles relating to the Business, including those set forth on Schedule 2.01(j); (k) all records relating to the Business or the Assets (including equipment records, project plans, documents, catalogs, books, records, files and operating manuals), but excluding the records described in Section 2.02(b), (c) and (l); (l) copies of all supplier lists and consumer lists for the last 3 fiscal years related to the Business; (im) The exclusive right any and all Claims of Sellers relating to use the name "Reporting Services AssociatesAssets or the Business (but excluding, Inc."however, any similar name or derivative thereofrights of any Seller in any Proceeding to which it is a party at Closing, any Claims described in Section 2.02(i), and any past or present assumed names in connection with insurance claims under any insurance policy maintained by any Seller (other than insurance claims under the Business or Seller's use of the Assets (the "Seller's Name"AR Insurance)); and (n) all right, title and interest of any Seller in, to, and under any incentives from any Governmental Authority relating to the Assets or the Business.

Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Seller agrees to Closing (as hereinafter defined), Vet Labs shall sell, assign, convey, transfer, assign transfer and deliver to the Buyer, and the Buyer agrees shall purchase and acquire from Vet Labs, free and clear of all liens, claims and encumbrances, except for liens, claims and encumbrances (i) created to purchase from secure the Seller on current indebtedness of the Closing DateJoint Venture to Commerce Bank, N.A., or (ii) arising out of the business or operations of the Joint Venture (collectively, the “Permitted Liens”), all assets of Vet Labs’ right, title, and interest in and to all of Vet Labs’ real and personal property and assets, tangible and intangible, of every kind and description, wherever located, which are owned by Seller and used in Vet Labs as of November 6, 2003 or derived from the Business (acquired thereafter, other than those specifically excluded under Section 2.2 the Excluded Assets (as defined below) including ), including, without limitation, the following (such assets to be referred to herein as the "Assets"):following: (a1) All office equipmentall of Vet Labs’ ownership interest as a general partner in the Joint Venture (including, furniturebut not limited to, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (all of Vet Labs’ indirect ownership interest in the "Equipment"), including assets of the Equipment described on SCHEDULE 2.1(AJoint Venture); (b2) All contracts, documents, franchises, instruments, all accounts receivable of Vet Labs; (3) all inventories; (4) all equipment and other written or oral agreements relating to the Business of Seller to which Seller is a party or tangible personal property, including without limitation those items described in Schedule 1.1(a)(4) hereto; (5) all contracts; (6) all transferable NADAs, ANADAs, JINADs that are owned directly by which Seller or any Vet Labs, all transferable NADAs, ANADAs and JINADs that are sponsored by Vet Labs on behalf of the Assets may be bound Joint Venture and all other transferable governmental authorizations, approvals and licenses and pending applications, approvals and licenses, including without limitation those listed in Schedule 1.1(a)(6) hereto as well as all rights, privileges, claims and options relating to the foregoing transferable (the "Contracts"“Governmental Authorizations”); excluding, including however, those authorizations, approvals and licenses that, by law, cannot be assigned or transferred by Vet Labs, which are listed in Schedule 1-1(a)(6) hereto as nontransferable (the Contracts described on SCHEDULE 2.1(B“Nontransferable Licenses”); (c7) All that certain real property owned by Vet Labs located in the County of Xxxxxxx, State of Kansas, commonly known as 00000 Xxxxx Xx Xxxxx Xxxxx, Xxxxxx, XX 00000 (the “Real Estate”), the legal description of which is set forth in Schedule 1.1(a)(7) hereto. (8) all data and records related to the operations of Vet Labs and the Joint Venture, including client and customer lists and supplier files and databases, customer and supplier lists, accounting and financial records, invoicesreferral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, copies of all personnel records; (9) all intangible rights and property of Vet Labs, including trademarks, patents, and other books intellectual property rights, the trademark and records relating principally tradenames “Veterinary Laboratories, Inc.” and “Vet Labs”, and the local telephone number “000-000-0000” (including all associated rollover numbers), the toll free telephone number “000-000-0000”, the facsimile telephone number “000-000-0000”, and the internet domain name registration for “Xxxxxxxx-XxxXxxx.xxx”; (10) all insurance benefits (net of any deductibles and co-payments) that are assignable to the Business (the "Books and Records")Buyer, including rights and proceeds, arising from or relating to the Books and Records described on SCHEDULE 2.1(CAssets or the Assumed Liabilities (as defined below) prior to the Closing Date (as defined below); (d11) Seller's Employee files all warranty and other claims of Vet Labs against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and (12) all rights of Vet Labs relating to deposits and prepaid expenses, claims for those Employees actually hired refunds and rights to offset in respect thereof. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Except for the NADAs, ANADAs and JINADs that are sponsored by BuyerVet Labs, on behalf of the Joint Venture, which are being transferred from Vet Labs to Sparhawk, the defined term “Assets” shall be deemed to refer to assets directly owned by Vet Labs, not the assets owned by the Joint Venture. One half of the assets of the Joint Venture, which are indirectly owned by Vet Labs by virtue of its ownership of a general partner interest in the Joint Venture, will be effectively transferred to Buyer through the sale of Vet Labs’ interest in the Joint Venture, as described in item 1 above. (b) The Assets being purchased by Sparhawk do not include: (1) the rights of Vet Labs pursuant to or under this Agreement and the other agreements Vet Labs is required to deliver to the Buyer pursuant to the terms hereof; (e2) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names Vet Labs in connection with the Business Polydex website; (3) any refunds or Seller's use claims for refunds of the Assets Vet Labs with respect to any federal, state or local income and other taxes, and all tax returns and related work papers, records and documents of Vet Labs related thereto; (the "Seller's Name")4) except as provided in Section 1(a)(9) above, all telephone numbers, telecopy numbers and e-mail addresses of Vet Labs; (5) minute books, stock books and shareholder records of Vet Labs; and (6) the Nontransferable Licenses. all of which are being retained by Vet Labs (collectively, the “Excluded Assets”). (c) Notwithstanding anything to the contrary herein, in no event shall Sparhawk acquire ownership of any real property, tangible personal property or intangible personal property or intellectual property of, or assume any liability or obligation of, Chemdex or Polydex.

Sale of Assets. Subject to the terms and conditions set forth in this Agreementherein, at the Closing, Seller agrees to shall sell, conveyassign, transfer, assign convey and deliver to the Buyer, and the Buyer agrees to shall purchase from the Seller on the Closing DateSeller, free and clear of any and all Encumbrances, all assets owned by Seller of Seller’s right, title and used interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including, without limitation, goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used, useable or held for use in or derived from connection with the Business (other than those specifically excluded under collectively, the “Purchased Assets”), including (without limitation) the following, but excluding the items described in Section 2.2 1.3 below) including the following (such assets to be referred to herein as the "Assets"):: (a) All office equipmentall customer, furnitureclient and supplier relationships, artworkcontacts, service equipmentproposals, suppliesinformation, computer hardwareprice and cost data, data processing equipmentinvoices, tools and supplies (sales and promotional materials, and all data, books and records pertaining to any of the "Equipment")foregoing and the Business, including the Equipment described on SCHEDULE 2.1(A)whether past, present or prospective; (b) All contractsall machinery, documentsequipment, franchisescomputers, instrumentselectronic devices, parts, vehicles, furniture, fixtures, supplies, telephones, office equipment and other written or oral agreements relating to tangible personal property (including, without limitation, all machinery, equipment and supplies listed on the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing Disclosure Schedules) (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B“Tangible Personal Property”); (c) All customer all work-in-process, inventory, raw materials, finished goods, reports and supplier files services, orders and databasesdeposits (including, without limitation, all security deposits and advance payments relating to any Purchased Assets, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(Corders or Assigned Contracts); (d) Seller's Employee files for those Employees actually hired by Buyerall investments, accounts (excluding unrestricted investment accounts, unrestricted cash accounts, accounts receivable, accounts payable or liabilities), security deposits, prepaid assets, prepaid expenses other security, refunds, rights of recovery, rights of set-off, and rights of recoupment, deposits, charges, sums and fees relating to the Business; (e) All rightall Contracts, title and interest of Sellerincluding (without limitation) Intellectual Property Agreements, inwhether or not set forth on the Disclosure Schedules, that Buyer has agreed to and under all service marksassume or disclosed later (without waiving any rights hereunder) that Buyer agrees to assume, trademarks, trade and assumed names, principally related to the Business together with the right presumption that Buyer agrees to recover for infringement thereonassume all Contracts with customers and clients, if any whether past, present or prospective, unless explicitly excluded by Buyer (collectively, the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Assigned Contracts”); (f) All advertising materials and all other printed or written materials related to the conduct of the BusinessIntellectual Property Assets; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights all improvements to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)leased property; (h) All goodwillall Permits which are held by Seller and required for the conduct of the Business as currently conducted, going concern value for performance of the Assigned Contracts or for the ownership and other intangible properties related to use of the BusinessPurchased Assets, including, without limitation, those listed on the Disclosure Schedules; (i) The exclusive right all Actions and rights to use Actions of any nature available to or being pursued by Seller to the name "Reporting Services Associatesextent related to the Business, Inc."the Assigned Contracts or the Purchased Assets, whether arising by way of counterclaim or otherwise, known or unknown; (j) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any similar name Purchased Assets or derivative thereofAssigned Contracts; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assigned Contracts; (l) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including, without limitation, all correspondence with any past or present assumed names in connection with Governmental Authority), sales material and records (including, without limitation, pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Business or Seller's use of Intellectual Property Assets and the Assets Intellectual Property Agreements (the "Seller's Name"“Books and Records”); and (m) all rights to operate the Business as a going concern and to do business with all present and past customers and suppliers of the Business, all goodwill and the going concern value of the Business.

Sale of Assets. Subject to the terms and conditions set -------------- forth in this AgreementAgreement (and except for the assets excluded as provided in Section 1.2 hereof), the Seller agrees to shall sell, convey, transfer, assign and deliver to Buyer or a newly-formed subsidiary of Buyer and Buyer or such subsidiary shall purchase, all of Seller's right of title and interest in and to the Buyer, Business and the Buyer agrees to purchase from assets (the Seller on the Closing Date, all assets "Purchased Assets") owned by Seller and or used in or derived from necessary to or useful to the Business as of the Effective Time (other than those specifically excluded under Section 2.2 belowas hereinafter defined) including including, but not limited to, the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipmentof Seller's cash, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools cash equivalents and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)prepaid expenses; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing Seller's accounts receivable (the "ContractsAccounts Receivable"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer Notes receivable from Xxxxxxx and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business Xxxx Paint (the "Books and RecordsNotes Receivable"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired All leasehold improvements, property, plant and equipment, and tangible personal property of all kinds owned by BuyerSeller or used or useful in the Business (the "Personal Property") including without limitation all of the furniture and fixtures, leasehold (c) attached hereto; (e) All of Seller's right, title and interest of Sellerin and to the name "Park Structures" and the patents, in, to and under all service markscopyrights, trademarks, tradenames, logos, patterns, designs, goodwill, customer lists, trade secrets, know how, proprietary rights and assumed names, principally related to other intellectual property rights owned by Seller or used in the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described including the Intellectual Property listed on SCHEDULE 2.1(E)Schedule 1.1(e) attached hereto; (f) All advertising materials forms and all other printed supplies and expendables on order or written materials related to on hand (the conduct of the Business"Supplies"); (g) All of the Seller's general intangiblesexisting contract rights, claimscommitments, rights of set off, rights of recoupment purchase orders and other proprietary intangibles, licenses sales orders relating to the Business and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights disclosed to protection of interests therein Buyer under the laws of all jurisdictions Section 4.18 hereof as updated pursuant to Section 4.18 (the "General IntangiblesAssigned Contracts"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwillof Seller's franchises, going concern value licenses, registrations, files, papers, books of account, sales and marketing records, personnel files and all other intangible properties related books and records and files of any kind or description relating to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets finished goods, work in process and parts inventory (the "Purchased Inventory"); (j) All of Seller's Namerights in and to that certain Lease Agreement dated March 20, 1997 with Handy & Xxxxxx Electronic Materials Corporation pertaining to Seller's manufacturing facilities (the "Lease"); and (k) All originals and copies of agreements, documents, tapes, maps, books, records and files in the possession of Seller or the Shareholders relating principally to the Business, including without limitation electronically stored data. The Purchased Assets shall include all of Seller's assets described above and/or reflected in the June 30 Balance Sheet (as hereinafter defined), including without limitation Other Assets (as hereinafter defined) and any such assets acquired thereafter and prior to the Closing (as hereinafter defined) except for inventory transferred or disposed of in the ordinary course of business after June 30, 1998 or described in Section 1.2.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreementagreement, the at Closing, Seller agrees to shall sell, conveyand Buyer shall purchase, transferall right, assign title and deliver interest of Seller in and to the BuyerAssets, free and the Buyer agrees to purchase from the Seller on the Closing Date, clear of all assets owned by Seller and used in or derived from the Business (Encumbrances other than those specifically excluded under Section 2.2 below) the Permitted Encumbrances, including the following (such assets to be referred to herein as the "Assets"):: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment Owned Real Property described on SCHEDULE 2.1(ASchedule 2.01(a); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts Leased Real Property described on SCHEDULE 2.1(BSchedule 2.01(b); (c) All customer all equipment (including medical and supplier files computer equipment at the Hospital Businesses), vehicles, furniture and databases, customer and supplier lists, accounting and financial records, invoices, furnishings and other books and records relating principally to tangible personal properties owned by Seller or used in the Business (conduct of the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)Hospital Businesses; (d) Seller's Employee files for those Employees actually hired by Buyerall current assets included in Net Working Capital; (e) All rightall financial, title and interest of Sellerpatient, inmedical staff, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), personnel and other marks and/or names described on SCHEDULE 2.1(Erecords of the Hospital Businesses (including equipment records, medical/administrative libraries, medical records, documents, catalogs, books, records, files and operating manuals); (f) All advertising materials the Contracts listed or described on Schedule 2.01(f), the leases relating to the Leased Real Property listed or described on Schedule 2.01(b), and all other printed Immaterial Contracts not listed or written materials related to described on Schedule 2.02(i) (all such Contracts, collectively, the conduct of the Business“Assumed Contracts”); (g) All all Permits of Seller, to the extent legally assignable, relating to the ownership of the Seller's general intangibles, claims, rights Assets and the conduct of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles")Hospital Businesses, including the General Intangibles those described on SCHEDULE 2.1(GSchedule 2.01(g); (h) All goodwillthe Intellectual Properties, going concern value including those Intellectual Properties described on Schedule 2.01(h), and other intangible properties related to the BusinessInformation Systems; (i) The exclusive right all property of Seller, real, personal or mixed, tangible or intangible, arising or acquired between the date of this agreement and the Closing Date; (j) the Investment interests in the Joint Ventures and the Transferring Subsidiaries (other than VBIC) and the membership interests in the Non-Profit Corporations, in each case including all transferable rights relating thereto; (k) the VBIC Shares; (l) subject to use section 5.12(a), all insurance proceeds with respect to the name "Reporting Services AssociatesAssets or the Assumed Liabilities (including insurance proceeds received by Seller or payable to Seller and all deductibles, Inc.", any similar name or derivative thereof, copayments and any past or present assumed names self-insurance requirements payable by Seller) arising in connection with damage to the Business Assets occurring on or Seller's use prior to the Closing Date, to the extent not expended for the repair or restoration of the Assets; (m) claims of Seller against third parties relating to the Assets or the Assumed Liabilities, xxxxxx or inchoate, known or unknown, contingent or otherwise, but excluding the Proceedings described on Schedule 3.23 and any other such claims relating to Excluded Assets or the Excluded Liabilities; (n) general intangibles of the "Hospital Businesses, including goodwill; (o) Seller's Name")’s provider agreements with Government Payment Programs; and (p) all proceeds of the foregoing and, except for the Excluded Assets, all other property of every kind, character or description, tangible and intangible, known or unknown, owned or leased by Seller, wherever located and whether or not reflected in the Financial Statements or similar to the properties described above.

Sale of Assets. Subject to the terms and conditions set forth in provisions of this Agreement, the Seller CRS hereby agrees to sellsell and ImproveNet hereby agrees to purchase all of the properties, conveyassets, transferrights and business of CRS including, assign without limitation, CRS's cash balances, accounts receivable, notes receivable, inventories, contractor lists, real estate,, plants, equipment, furniture, leases, proprietary rights on intellectual property rights, patents, trademarks, trade names, trade secrets, service marks, routes, customer lists, covenants not to compete with CRS, all computer hardware and deliver software associated with CRS and rights under all member contracts, supply agreements, customer agreements, leases and other contracts to the Buyerwhich it is a party, and the Buyer agrees right to purchase from use the Seller on 1-800-CONTRACTOR name and telephone number for a period of 14 months in the Closing Dateexisting coverage area (collectively, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment), furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools according to the terms of that certain License Agreement attached hereto as Exhibit A and supplies incorporated herein by reference Certain of the Assets are listed on SCHEDULE I attached hereto. ImproveNet specifically agrees to assume the lease of real property (the "EquipmentOffice") between CRS and Lake Center Partners (the "Office Lease"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instrumentsa copy of which is attached hereto as EXHIBIT B, and other written or oral agreements relating assume CRS's "Yellow Pages" obligations as set forth in Section 1.2 (collectively with the Office Lease, the "Leases"). CRS and the Selling Members hereby covenant and agree to obtain the Business of Seller to which Seller is a party or by which Seller or any consent of the Assets may be bound as well as all rights, privileges, claims and options relating landlord and/or any other required party to enable CRS to assign or transfer the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally Leases to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andImproveNet.

Sale of Assets. Subject to On the terms and subject to the conditions set forth in of this AgreementAgreement and for the consideration stated herein, at the Closing, Purchaser shall purchase and receive from Seller, and Seller agrees to sell, convey, transfer, assign shall sell and deliver to Purchaser subject to the BuyerPermitted Liens, all of Seller’s right, title and interest in and to the following assets (collectively, the “Assets”): 1.1.1. The improvements located on the Leased Premises, including buildings, facilities, fixtures, storage tanks, piping and related on-site facilities and appurtenances (the “Improvements”); 1.1.2. All equipment and fixtures appurtenant to the Facility and used by Seller as of the date of this Agreement primarily in its operation of the Facility, together with any and all licenses or other rights to use real property held in connection with same (such licenses and rights being the “Licenses,” and together with said equipment and fixtures, the “Appurtenant Equipment”); 1.1.3. All supplies, spare parts, tools, drawings, plats, equipment manuals, books, furniture, machines, equipment, computers, and records located at or relating to the Buyer agrees to purchase from Facility and all other personal property located at the Seller Facility, other than the Excluded Personal Property set forth on Schedule 1.2.6 hereto (the “Personal Property”); 1.1.4. All of Seller’s rights, interests and obligations arising or accruing after the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"):Date under: (a) All office equipmentwritten contracts, furniturepurchase orders, artworksales orders, service equipmentlicenses, suppliesleases and other agreements, computer hardware, data processing equipment, tools arrangements and supplies understandings and set forth on Schedule 1.1.4 hereto (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A“Contracts”); (b) All contractsthe Indenture, documentsAgreement, franchisesOil Transfer Agreement, instruments, License Agreement and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts Easement for Pipeline more fully described on SCHEDULE 2.1(BSchedule 1.1.4 hereto (collectively, the “Lease”);; and (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business Sublease (the "Books and Records"), including the Books and Records Wires/Pipes) more fully described on SCHEDULE 2.1(CSchedule 1.1.4 hereto (“Sublease”); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right1.1.5. To the extent transferable and relating to the Facility, title and interest all of Seller’s rights, in, to interests and obligations arising or accruing after the Closing Date under all service marks, trademarks, trade permits and assumed names, principally related to the Business together with the right to recover for infringement thereon, if similar authorizations from any Governmental Authority set forth on Schedule 1.1.5 hereto (the "Intellectual PropertyPermits"), and other marks and/or names described on SCHEDULE 2.1(E); (f) 1.1.6. To the extent transferable, all manufacturer and seller warranties of, or other claims directly related to, any goods or services provided to Seller regarding the Assets; 1.1.7. All advertising materials books, records, files or other embodiments of information wherever located, hard copy or electronic format, whether relating to past or current operations, in Seller’s possession and all other printed or written materials related relating directly to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions Facility (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"“Records”); and

Sale of Assets. Subject to the terms and conditions set forth in provisions of this Agreement, the each Seller agrees to sellsell and each Buyer as identified on EXHIBIT 1.1 hereto agrees to purchase, conveyat the Closing (as defined in Section 1.5 hereof), transferall of the properties, assign assets and deliver to the Buyerrights of such Seller of every kind and description, tangible and intangible, real, personal or mixed, and the Buyer agrees to purchase from the wherever located, owned by such Seller on as of the Closing DateDate (as defined in Section 1.6) which are used primarily by such Seller in the conduct of the portion of the Business, all assets owned or in the case of Dynatech Corporation Ltd., the UK Business, conducted by such Seller and used in or derived from the Business (other than those specifically excluded under the Excluded Assets (as defined in Section 2.2 1.2 below) including the following (such assets to be referred to herein as the "Assets"):), including, without limitation: (a) All office of such Seller's machinery, equipment, tools, furniture, artworkfixtures, service equipmentmotor vehicles, supplies, computer hardwarecatalogs, data processing equipment, tools product literature and supplies other tangible assets listed in SECTION 1.1(a) of the Disclosure Memorandum attached hereto (the "EquipmentDisclosure Memorandum"), including the Equipment described on SCHEDULE 2.1(A); (b) All of such Seller's inventories of raw materials, work in process, finished products and resale merchandise listed in SECTION 1.1(b) of the Disclosure Memorandum; (c) All of the contracts, documents, franchises, instruments, agreements and other written or oral agreements relating to the Business of Seller personal property leases to which such Seller is a party or by which Seller or any party, including, without limitation, the contracts, agreements and personal property leases listed in SECTION 1.1(c) of the Assets may be bound as well as all rightsDisclosure Memorandum, privileges, claims excluding in the case of Dynatech Corporation Limited contracts and options relating agreements which are not related to the foregoing UK Business (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) All of such Seller's Employee files for patents, trademarks, trade names (except as set forth in Section 1.2(d) hereof), service marks, copyrights, trade secrets, technology, inventions, proprietary information, know-how, licenses, data, designs, drawings, specifications and other documents related thereto, including without limitation those Employees actually hired by Buyeritems listed in SECTION 1.1(d) of the Disclosure Memorandum; (e) All rightof such Seller's accounts, title accounts receivable and interest notes receivable, excluding in the case of Seller, in, to Dynatech Corporation Limited accounts and under all service marks, trademarks, trade and assumed names, principally related notes receivable booked with respect to the Business together with portion of Dynatech Corporation Limited's business that is not a part of the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)UK Business; (f) All advertising materials of such Seller's licenses, permits and all other printed or written materials related regulatory approvals (to the conduct extent transferable) listed in SECTION 2.17 of the BusinessDisclosure Memorandum; (g) All Except as set forth in Section 1.2(b) below, all of the such Seller's general intangiblesbooks and records, claimswherever located, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in that relate primarily to the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and of such Seller's other intangible properties assets not described above that are primarily related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use All of the Assets issued and outstanding share capital of Dynatech GmbH and of Dynatech sro (collectively, the "Seller's NameShares"); and (j) Dynatech Laboratories, Inc.'s lock-box maintained at Bank of Boston; Dynatech Corporation Limited's lock-box maintained at Barclays Bank; and Laboratoires Dynatech S.A.R.

Sale of Assets. Subject to At the terms and conditions set forth in this AgreementClosing, the Seller agrees to Sellers shall -------------- sell, transfer, convey, transfer, assign and deliver to the BuyerPurchaser (or a BHC Sub), and the Buyer agrees to Purchaser shall purchase from the Seller on the Closing DateSellers, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"):and properties: (a) All office equipmentall real property or leasehold interests in real property owned or leased by Sellers, furnitureas applicable, artworkand used by Sellers in connection with the operation of each of the Hospital Businesses of Sellers, service equipmentas described and listed by Hospital in Schedule 1.1(a), suppliesincluding all buildings, computer hardware, data processing equipment, tools improvements and supplies --------------- fixtures located thereupon and all construction in progress (the "EquipmentReal Property"), including such Schedule to include a legal description for each such parcel of Real Property owned by the Equipment described on SCHEDULE 2.1(A)Sellers; (bc) All contractsall rights, documentsto the extent assignable or transferable, to all licenses, certificates of need, certificates of exemption, franchises, instruments, accreditations and registrations and other written licenses or oral permits issued in connection with each of the Hospital Businesses of Sellers (the "Licenses"), including, without limitation, the Licenses described and listed by Hospital in Schedule 1.1(c); --------------- (d) all of the interests of the Sellers, to the extent assignable or transferable by Sellers, in and to those real property leases relating to the Hospital Business of Sellers described and listed by Hospital in Schedule 1.1(d) --------------- (collectively, the "Leases") and to the personal property leases relating to each of the Hospital Businesses operated by Sellers; (e) except for the collective bargaining agreements relating to the Business of Seller to Belmont Hills Hospital and the Walnut Creek Hospital (which Seller is a party or agreements are not being assumed by which Seller or any Purchaser), all of the Assets may be bound as well as all rightsinterests of the Sellers, privilegesto the extent assignable or transferable by Sellers in and to those contracts and agreements (including, claims and options without limitation, purchase orders) relating to the foregoing their respective Hospital Business (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all any deposits, other printed assets, escrows, prepaid taxes or written materials related other advance payments relating to the conduct any expenses of the BusinessHospital Businesses reflected in CPC's balance sheet dated as of August 31, 1996 and maintained in the ordinary course of business (the "Prepaid Expenses"); (g) All all inventories of supplies, drugs, food, janitorial and office supplies and other disposables and consumables existing on the Closing Date (as hereinafter defined) and located at each of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained Hospitals or purchased by any Seller for use in connection with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions its Hospital Businesses (the "General IntangiblesInventory"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to all of the Businessinterest of Sellers in the accounts receivable of each of the Hospital Businesses outstanding at the Closing (the "Receivables"); (i) The exclusive right to use the name "Reporting Services Associatesall documents, Inc."records, any similar name or derivative thereofoperating manuals and files, and any past computer software owned by the Sellers or present assumed names their affiliates, primarily pertaining to or used in connection with the Business or Seller's use Hospital Businesses, including, without limitation, all patient records, medical records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries, but excluding Sellers' corporate record books, minute books and tax records; (j) all of the Sellers' rights, if any, to the names and symbols used in connection with the Hospital Businesses, including, without limitation, the names listed on Schedule 1.1(j); --------------- 3 (k) all insurance proceeds arising in connection with damage to the Assets (as hereinafter defined) occurring after the "date hereof and prior to the Closing to the extent not expended on the repair or restoration of such Assets; (l) all the outstanding capital stock of CPC of Texas; (m) except as expressly excluded below, all other property owned or leased by the Sellers, whether tangible or intangible, located at the Hospitals or used in connection with the Hospital Businesses whether or not reflected on the balance sheet of CPC (other than office furniture and equipment and similar non-hospital items located at the executive offices of CPC and office furniture and equipment and non-hospital items located at 00000 Xxxxxxx Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, other than office furniture and equipment used by Xxxxxxx Xxxx and his assistant) (including, without limitation, any claims, other than those presently being pursued by any Seller's Name", against third parties by any Seller relating to the Assets whether known or unknown, contingent or otherwise); and (n) all documents, records, materials, files and reports, together with similar information, relating to the preparation or filing of cost reports on behalf of or for the Sellers. The foregoing, which (except for the Excluded Assets, as hereinafter defined) are hereafter referred to, collectively, as the "Assets," together with the assets owned by corporations being transferred under the Agreement and Plan of Merger by and between BHC, CPC and certain affiliates of CPC dated of even date herewith (the "Merger Agreement"), comprise all of the property and assets used in the conduct and operation of the psychiatric hospital and residential treatment center business of CPC in the United States and its territories (other than the property and assets used by Southwind Hospital which Hospital is not being sold to Purchaser) (the "Business") as of the date of this Agreement, including without limitation, those assets reflected on the balance sheet of CPC dated as of August 31, 1996 (the "August 1996 Balance Sheet"), and all assets acquired by the Sellers between August 31, 1996 and the Closing in each case relating to the Business.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in this AgreementOption, at the Closing, Seller agrees to will sell, convey, transferassign, assign transfer and deliver to the Buyer, and the Buyer agrees to will purchase and acquire from the Seller on the Closing DateSeller, free and clear of any third party claim, lien or encumbrances, all right, title and interest in and to the following property and assets owned (collectively, the “Assets”): (i) all Tangible Personal Property; (ii) all non-appealable and unrestricted Approvals, Consents, Government Authorizations, permits franchise rights, consents, licenses and other authorizations, and all pending applications therefore or renewals thereof relating to the ownership, development and operation of the Business, and the Assets, all such approvals, permits, franchise rights, consents, licenses and other authorizations, determined to be necessary by Seller Buyer, in its sole discretion, to allow Buyer to operate the Business as a going concern, excluding corporate operation authorizations (collectively, the “Permits”); (iii) the going concern value and goodwill of Seller; (iv) originals or copies of all data and records (whether in print, electronic or other format), related to the Business and the Assets, or used in or derived from the conduct and operation of the Business and ownership and operation of the Assets, including client, customer and supplier lists and records, volume reports and records, service and warranty records, studies, reports, correspondence related to the Business (other than those specifically excluded under Section 2.2 belowcorporate records and charters) including and the following Assets and other similar documents and records; provided, however, that Seller, shall be entitled to maintain copies of all such data and records for a period of four (4) years after the Closing, whereupon all such electronic and hard copies shall be delivered to Buyer. No corporate record books, employment, payroll, tax on accounting records are part of the assets to be referred to herein as the "Assets"):being transferred. (av) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools the rights of Seller under (and supplies the benefit of) all existing non-competition agreements executed by former employees of the Business in favor of Seller or any Seller or any prior owner of the Business or any part thereof and by current employees of the Business. (vi) all inventory of Seller maintained for the "Equipment"), including operation of the Equipment described on SCHEDULE 2.1(A)Business as of the date of closing; (bvii) All contractsall Intangible Personal Property; (viii) all data, documentsdocumentation, franchisesbooks and records related to the Seller or Business, instrumentsincluding research and engineering reports and drawings, permit records, title reports and other written or oral agreements policies, surveys relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as Property, correspondence and all rights, privileges, claims other similar documents and options relating to the foregoing (the "Contracts")records, including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All all right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)thereto; (fix) All advertising materials and all other printed or written materials related to the conduct Intellectual Property Assets; and, (x) The Property. Notwithstanding any of the Business; (g) All of foregoing in this Section 2.1, the Seller's general intangiblessale, claims, rights of set off, rights of recoupment assignment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use transfer of the Assets (pursuant to this Option will not include the "Seller's Name"); andassumption of any Liabilities of Seller unless Buyer expressly assumes same pursuant to this Option and no cash, cash equivalents, investments, accounts receivable, notes receivable, or other similar non-operational assets are part of the assets being transferred.

Sale of Assets. Subject The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined below), good and valid title to the Assets (as defined below), free of any Encumbrances of any kind or nature (provided that payments as set forth in 2.3D and 2.3 C herein are effected), on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, Assets shall mean and include: (a) all of the properties, rights, interests and other tangible and intangible assets of the Seller (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles), including any assets acquired by the Seller during the Pre-Closing Period; and (b) any other assets that are owned by any of or any other Related Party and that are needed for the conduct of, or are useful in connection with, the Seller agrees business of the Seller; provided, however, that the Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Assets shall include: A. all accounts receivable, notes receivable and other receivables of the Seller; B. all inventories and work-in-progress of the Seller, and all rights to sellcollect from customers (and to retain) all fees and other amounts payable, conveyor that may become payable, transfer, assign and deliver to the Buyer, and the Buyer agrees Seller with respect to purchase from services performed or products sold on behalf of the Seller on or prior to the Closing Date; C. all equipment, all assets owned by Seller computer hardware and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipmentsoftware, materials, prototypes, tools, supplies, vehicles, furniture, artworkfixtures, service equipmentimprovements and other tangible assets of the Seller including but not limited to assets that are loaned to the Seller’s customers such as racks and refrigerated display cabinets; D. all advertising and promotional materials possessed by the Seller; E. all Proprietary Assets, supplies, computer hardware, data processing equipment, tools intellectual property rights and supplies (goodwill of the "Equipment")Seller, including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", names Atlantic Beverage Co. and Master Distributors and any similar name variations thereof; F. all rights of the Seller under the Seller Contracts; G. all Governmental Authorizations held by the Seller; H. all claims (including claims for past infringement of Proprietary Assets) and causes of action of the Seller against other Persons (regardless of whether or derivative thereofnot such claims and causes of action have been asserted by the Seller), and any past or present assumed names in connection with all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Business or Seller's use Seller (regardless of whether such rights are currently exercisable); I. all books, records, files and data of the Assets (the "Seller's Name"); J. all customers lists including, but not limited to, Seller’s database of past, current and potential customers; and K. all assets shown on Exhibit “A”.

Sale of Assets. Subject As of the Effective Date, and subject to the terms and conditions set forth in of this Agreement, Seller hereby sells, assigns, conveys, transfers, and delivers to Purchaser, and Purchaser purchases and accepts from Seller, the Seller agrees to sell, convey, transfer, assign and deliver following assets related to the BuyerProduct (collectively, and the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipmentany and all of Seller's and its Affiliates' rights, furnituretitle, artworkand interests in, service equipmentto and under the Trademarks in any country of the world, suppliestogether with the goodwill of the business symbolized by the Trademarks, computer hardwareincluding but not limited to, data processing equipmentcommon law rights and the registrations listed in SCHEDULE 2.1(a) attached hereto; (b) any and all of Seller's and its Affiliates' rights, tools title, and supplies interest in, to and under the NDA and all related regulatory filings, and any regulatory filings of Seller for the Product outside the United States (if any), and including, without limitation, all documents related to the safety database and medical information files for the Product (collectively, the "Regulatory Documents"); (c) any and all of Seller's and its Affiliates' rights, title and interest in, to and under any and all know-how and other proprietary rights owned and/or controlled by Seller or its Affiliates and used in the manufacture and/or testing of the Product, including, without limitation, records, processes and procedures used in the extraction process, biological assay testing and manufacturing of the Product (collectively, the "Proprietary Rights"); (d) the equipment set forth on SCHEDULE 2.1(d) attached hereto (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer;; and (e) All rightthe Product inventory set forth on SCHEDULE 2.1(e) attached hereto delivered to Purchaser in accordance with the terms and conditions of this Agreement, title consisting of finished Product, work-in-progress, raw materials (active ingredients and interest of Sellerexcipients), inpackaging materials and other supplies and materials on hand, to and under all service marksthe extent used exclusively in the production of the Product (collectively, trademarks, trade and assumed names, principally related the "Inventory"). Inventory held pursuant to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct terms of the Business; (g) All Athena Agreement at Athena Rx Home Pharmacy's place of business is expressly excluded from the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andAssets.

Sale of Assets. Subject to the terms and conditions set forth in this Agreementherein, at the Closing, Seller agrees to shall sell, conveyassign, transfer, assign convey and deliver to the Buyer, and the Buyer agrees to shall purchase from the Seller on the Closing DateSeller, free and clear of any and all Encumbrances, all assets owned by Seller of Seller’s right, title and used interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including, without limitation, goodwill), wherever located and whether now existing or hereafter identified acquired (other than the Excluded Assets), which relate to, or are used, useable or held for use in or derived from connection with the Business (other than those specifically excluded under collectively, the “Purchased Assets”), including (without limitation) the following, but excluding the items described in Section 2.2 1.3 below) including the following (such assets to be referred to herein as the "Assets"):: (a) All office equipmentall customer, furnitureclient and supplier relationships, artworkcontacts, service equipmentproposals, suppliesinformation, computer hardwareprice and cost data, data processing equipmentinvoices, tools and supplies (sales and promotional materials, and all data, books and records pertaining to any of the "Equipment")foregoing and the Business, including the Equipment described on SCHEDULE 2.1(A)whether past, present or prospective; (b) All contractsall machinery, documentsequipment, franchisescomputers, instrumentselectronic devices, parts, vehicles, furniture, fixtures, supplies, telephones, office equipment and other written or oral agreements relating to tangible personal property (including, without limitation, all machinery, equipment and supplies listed on the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing Disclosure Schedules) (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B“Tangible Personal Property”); (c) All customer all work-in-process, inventory, raw materials, finished goods, reports and supplier files services, orders and databasesdeposits (including, without limitation, all security deposits and advance payments relating to any Purchased Assets, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to orders or Assigned Contracts) whether or not such work has been invoiced by the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)Effective Date; (d) Seller's Employee files for those Employees actually hired by Buyerall investments, accounts (unrestricted investment accounts, unrestricted cash accounts, accounts receivable, accounts payable or other liabilities,), cash, security deposits, prepaid assets, prepaid expenses other security, refunds, rights of recovery, rights of set-off, and rights of recoupment, deposits, charges, sums and fees relating to the Business; (e) All rightall Contracts, title and interest of Sellerincluding (without limitation) Intellectual Property Agreements, inwhether or not set forth on the Disclosure Schedules, that Buyer has agreed to and under all service marksassume or disclosed later (without waiving any rights hereunder) that Buyer agrees to assume, trademarks, trade and assumed names, principally related to the Business together with the right presumption that Buyer agrees to recover for infringement thereonassume all Contracts with customers and clients, if any whether past, present or prospective, unless explicitly excluded by Buyer (collectively, the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Assigned Contracts”); (f) All advertising materials and all other printed or written materials related to the conduct of the BusinessIntellectual Property Assets; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights all improvements to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)leased property; (h) All goodwillall Permits which are held by Seller and required for the conduct of the Business as currently conducted, going concern value for performance of the Assigned Contracts or for the ownership and other intangible properties related to use of the BusinessPurchased Assets, including, without limitation, those listed on the Disclosure Schedules; (i) The exclusive right all Actions and rights to use Actions of any nature available to or being pursued by Seller to the name "Reporting Services Associatesextent related to the Business, Inc."the Assigned Contracts or the Purchased Assets, whether arising by way of counterclaim or otherwise, known or unknown; (j) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any similar name Purchased Assets or derivative thereofAssigned Contracts; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assigned Contracts; (l) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including, without limitation, all correspondence with any past or present assumed names in connection with Governmental Authority), sales material and records (including, without limitation, pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Business or Seller's use of Intellectual Property Assets and the Assets Intellectual Property Agreements (the "Seller's Name"“Books and Records”); and (m) all rights to operate the Business as a going concern and to do business with all present and past customers and suppliers of the Business, all goodwill and the going concern value of the Business.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, at the Closing (as hereinafter defined), Seller agrees to shall sell, transfer, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to shall purchase from Seller, the Seller on following assets and properties: (a) all real property and other real property interests used in connection with the Closing Dateoperation of the Business or owned by Seller, including, without limitation, the operations of the hospital known as Chico Community Hospital (collectively the "HOSPITAL") together with all assets buildings, improvements and fixtures located thereupon and all construction in progress (such real property is referred to herein as the "REAL PROPERTY"), such Real Property being more specifically described in SCHEDULE 1.1(A); (b) all tangible personal property (excluding cash and cash equivalents) owned by Seller and used in or derived from connection with the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office Business, including, without limitation, all equipment, furniture, artworkfixtures, service equipmentmachinery, suppliesvehicles, computer hardwareoffice furnishings, data processing equipmentinstruments, tools leasehold improvements and supplies spare parts described in SCHEDULE 1.1(B), and, to the extent assignable or transferable by Seller, all rights in all warranties of any manufacturer or vendor with respect thereto (collectively the "EquipmentPERSONAL PROPERTY"), including but excluding the Equipment personal property described on SCHEDULE 2.1(A); (bin Section 1.2(ix) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B);hereof. (c) All customer all rights, to the extent assignable or transferable, to all licenses, certificates of need, certificates of exemption, franchises, accreditations and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, registrations and other books and records relating principally to licenses or permits issued in connection with the Business (the "Books and RecordsLICENSES"), including including, without limitation, the Books and Records Licenses described on in SCHEDULE 2.1(C1.1(C); (d) all of Seller's Employee files for interest in and to those Employees actually hired by Buyerreal property and personal property leases relating to the Business described in SCHEDULE 1.1(D) (all of such leases being referred to collectively as the "LEASES"); (e) All right, title and interest all of Seller, 's interest in, to and under all service marks, trademarks, trade those contracts and assumed names, principally related agreements relating to the Business together with the right to recover for infringement thereon, if any set forth in SCHEDULE 1.1(E) (the "Intellectual PropertyCONTRACTS"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all any deposits, escrows, prepaid taxes or other printed or written materials related advance payments relating to the conduct any expenses of the Business, as identified on SCHEDULE 1.1(F) as prepaid expenses to be transferred to Buyer (the "PREPAID EXPENSES"), but excluding the prepaid expenses of Seller described in SCHEDULE 1.1(F) hereof as prepaid expenses to be retained by Seller ("EXCLUDED PREPAID EXPENSES"); (g) All all inventories of the Seller's general intangiblessupplies, claimsdrugs, rights of set offfood, rights of recoupment janitorial and office supplies and other proprietary intangibles, licenses disposables and sublicenses granted consumables owned by Seller on the Closing Date (as hereinafter defined) and obtained located at the premises of Seller or purchased by Seller for use in connection with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions Business (the "General IntangiblesOPERATING INVENTORY"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related all accounts receivable with respect to the Business, including all accounts receivable arising from the rendering of services to inpatients and outpatients at the Hospital, billed and unbilled, recorded or unrecorded, accrued and existing in respect of services up to the effective date of the Closing, including those from any source, excluding, however, the Excluded Receivables, as defined below (the "ACCOUNTS RECEIVABLE"); (i) The exclusive right to use the name "Reporting Services Associatesall documents, Inc."records, any similar name or derivative thereofoperating manuals and files, and any past computer software owned by Seller, pertaining to or present assumed names used in connection with the Business or Business, including, without limitation, all patient records, medical records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries, but excluding Seller's use corporate minute books, minutes, tax records and any other records of Seller required to be maintained as a matter of law. (j) to the Assets extent transferable by Seller, all unexpired warranties and covenants not to compete relating to the Business for which Seller is the beneficiary; (k) to the "extent transferable by Seller's Name"); and, all rights and interest of Seller in all joint ventures, partnerships, corporations and other entities listed on SCHEDULE 1.1

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreementherein, effective as of 10:00 a.m., Central Daylight Savings Time, on the Closing Date (the "Sale Effective Time"), the Seller agrees to shall sell, convey, transfer, assign and deliver convey to the Buyer, and the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including Purchaser the following properties and assets (such assets to be referred to herein as collectively, the "Assets"):), which constitute all of the properties and assets of the Drilling Services Division of the Seller (the "Drilling Services Division"), free and clear of all Liens, except for Permitted Encumbrances: (a) All office equipmentall right, furnituretitle and interest in and to (i) the 25 drilling rigs identified on the Asset Inventory and (ii) all equipment associated with such drilling rigs, artworkincluding, service equipmentbut not limited to, suppliesall drill pipe, computer hardwarehandling tools, data processing equipment, tools vehicles and supplies (other miscellaneous equipment identified on the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Asset Inventory; (b) All contractsall right, documents, franchises, instruments, title and other written or oral agreements relating interest in and to the Business of Seller to which Seller is a party equipment rental assets used, or by which Seller available for use, primarily or any exclusively in connection with the operations of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts")Drilling Services Division, including but not limited to, the Contracts described assets identified on SCHEDULE 2.1(B)the Asset Inventory; (c) All customer all right, title and supplier files interest in and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (rig and moves/hauls assets used, or available for use, primarily or exclusively in connection with the "Books and Records")operations of the Drilling Services Division, including but not limited to, the Books and Records described assets identified on SCHEDULE 2.1(C)the Asset Inventory; (d) Seller's Employee files for those Employees actually hired all right, title and interest in and to (i) the Laredo Yard III (the "Yard") owned by Buyerthe Seller and identified on Schedule 3.15 and (ii) all of the maintenance and repair shop assets located on the Yard or dedicated primarily or exclusively to the operations conducted thereon, including, but not limited to, the assets identified on the Asset Inventory; (e) All all right, title and interest in and to certain of Sellerthe office equipment, in, to computer equipment and under all service marks, trademarks, trade and assumed names, principally related copiers relating to the Business together with Assets which the right parties will cooperate to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)identify prior to Closing; (f) All advertising materials all rights and interests of the Seller in respect of all permits, licenses, franchises, consents, authorities, special authorities and other printed similar acts of any governmental authority or written materials related body relating primarily or exclusively to the conduct of the BusinessAssets; (g) All of all books and records relating primarily or exclusively to the Seller's general intangiblesAssets or the operations conducted by the Seller utilizing the same, claimsincluding, rights of set offbut not limited to, rights of recoupment all manuals, prints, designs, specifications and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in documentation pertaining to the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G);Assets; and (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right extent provided in Section 5.12, all rights and claims in respect of any unpaid Proceeds to use the name "Reporting Services Associates, Inc.", be received in respect of any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andCasualty Losses.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreement, and the performance by the parties hereto of their respective obligations hereunder, Seller agrees to sell, conveyassign, transfer, assign transfer and deliver to the Buyer, free and the clear of all Liens, and Buyer agrees to purchase from the Seller on the Closing DateSeller, all of Seller’s right, title and interest in and to all assets owned by Seller and used in or derived from of the Business (other than those specifically excluded under Section 2.2 below) wherever located, including the following (such assets rights, interests, properties and assets, but subject to be referred to herein as the "Assets"):exclusions hereinafter expressly set forth: (a) All office equipmentinventory owned by Seller as of the Closing Date relating to the Business and listed as “Included Inventory” in the Working Capital Adjustment Schedule that is Exhibit 1.5 attached hereto, furnitureand inclusive of all components, artworkpackaging materials and bulk utilized in the production of the Business, service equipmentbut exclusive, supplies, computer hardware, data processing equipment, tools and supplies of Inventory listed in Exhibit 1.5 as “Excluded Inventory” (the "Equipment"), including inventory being sold hereunder being collectively referred to as the Equipment described on SCHEDULE 2.1(A)“Inventory”);Seller; (b) All contractsaccounts receivable exclusive, documentshowever, franchises, instruments, and other written or oral agreements relating of accounts receivable listed on the Working Capital Adjustment Schedule that is an attachment to Exhibit 1.5 attached hereto(“Excluded Receivables”); the Business receivables being sold hereunder being collectively referred to as the “Receivables”); (bb) The contracts of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing with third parties that are listed on Schedule 1.1(bb) attached hereto (the "“Assigned Contracts"), including the Contracts described on SCHEDULE 2.1(B”); (c) All customer Intellectual Property (as defined below) owned or utilized by Seller in the operation of the Business, all as set forth on Schedule 1.1(c) attached hereto. For purposes hereof, the term “Intellectual Property” includes: (i) all trade names and supplier files all trade logos, slogans, Internet domain names, registered and databasesunregistered trademarks and service marks and applications (collectively “Marks”); (ii) all copyrights in both published and unpublished works, including, without limitation, all compilations, databases and computer programs, sales and marketing materials, and all copyright registrations and applications (collectively, “Copyrights”); (iii) a patent license in the form of Exhibit 6.4(d) (the “Patent License”) in respect of certain patents and patent applications owned by Seller (collectively, “Patents”), it being understood that certain other Patents used in the Business that are not owned by Seller shall also be licensed to Buyer as provided elsewhere herein; (iv) all know-how, trade secrets, formulae, products under development, confidential or proprietary information, customer and supplier listslists of the Business, accounting (collectively, “Trade Secrets”); (v) all Internet web-sites and financial recordsaddresses (“IP Addresses”), invoicesall domain name registrations and reservations, web-site content and underlying software (collectively, “Websites”); and (vi) all goodwill, franchises, licenses, permits, consents, approvals, technical information, and other books and records relating principally to the Business claims of infringement against third parties (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C“Rights”); (d) All of the goodwill of Seller in, and the going concern value of, the Business, and all of the business assets associated therewith, including customer and supplier lists, sales and marketing materials including, without limitation, all commercials, film and statistical marketing reports and results, catalogs, proprietary information, and trade secrets related to the Business (Exhibit 1.1(d) contains a list of marketing materials of the Business that are not owned by the Seller's Employee files for those Employees actually hired by Buyer); (e) All rightof the equipment used in the operation of the Business, title and interest of Sellerincluding, inwithout limitation, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described items listed on SCHEDULE 2.1(EExhibit 1.1(e); (f) All advertising materials and all other printed or written materials of the Seller’s revenue producing contracts related to the conduct of the Business;, including, without limitation, those listed on Exhibit 1.1 (f); and (g) All of the Seller's general intangiblesThe telephone and facsimile numbers, claimse-mail addresses, rights of set offrestrictive covenants, rights of recoupment licenses, computer software, customer lists, manufacturer, vendor and supplier lists, operating guides and manuals, financial and accounting records, creative materials, advertising and marketing materials and data, promotional materials, studies, reports, correspondence and other proprietary intangiblessimilar documents and records. The assets, licenses properties and sublicenses granted business of Seller being sold to and obtained with respect thereto, purchased by Buyer under and rights thereunder, which as identified in this Section 1.1 are used in referred to herein collectively as the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and“Assets.”

Sale of Assets. Subject to the terms and conditions set forth in provisions of this Agreement, the Seller agrees to sellsell and Purchaser agrees to purchase, conveyon such date (the "Closing Date"), transferall of Seller's right, assign title and deliver interest in and to substantially all of its assets of every kind and description, tangible and intangible, personal or mixed, and wherever located, including but not limited to Seller's goodwill, backlog, customer lists, customer deposits, telephone numbers, trade and product names (including, but not limited to, all rights to the Buyername "Ink Source" and any derivatives thereof), proprietary property and products, prepaid expenses, formulas, technologies, software, web page and rights therein, furniture, equipment, machinery and other intellectual property, except in each case Excluded Assets (as defined below). All of the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in described or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein in this Section 1.1 (except Excluded Assets) are hereinafter referred to as the "Subject Assets"):" and include, without limitation, those assets set forth below: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools equipment and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(Amachinery as set forth in Schedule 1.1(a); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound Intellectual Property (as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(Bdefined in Section 2.6); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business accounts receivable (the "Books and RecordsAccounts Receivable"), including the Books work-in-process and Records described on SCHEDULE 2.1(Call intangible assets each of which is set forth in Schedule 1.1(c); (d) Seller's Employee files for those Employees actually hired by Buyer;All cash and cash equivalents as set forth in Schedule 1.1(d); and (e) All right, title and interest of inventory in Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"'s actual or constructive possession as set forth in Schedule 1.1(e), and other marks and/or names described on SCHEDULE 2.1(E);; and (f) All advertising materials To the extent permitted by the terms of each Assumed Contract (as defined below) and applicable law, all other printed outstanding sales proposals, purchase orders, agreements or written materials related contracts to provide or receive goods and/or services, all customer agreements, vendor agreements, commitments, agreements and licenses relating to the conduct of the Business; (gIntellectual Property, as set forth in Schedule 1.1(f) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General IntangiblesAssumed Contracts"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and.

Sale of Assets. Subject to On the terms and subject to the conditions set forth in this AgreementAgreement and for the consideration specified herein, at the Closing (as hereinafter defined): (Page 7 of 252 Pages) (a) Seller agrees to shall sell, transfer, convey, transfer, assign and deliver to the BuyerPurchaser (or its designee), and Purchaser (or its designee) shall purchase, acquire and accept from Seller, free and clear of all mortgages, pledges, assessments, security interests, conditional sale or title retention contracts, leases, liens, adverse claims, Taxes (as hereinafter defined), levies, charges, options, rights of first refusal, transfer restrictions or other encumbrances of any nature, or any contracts, agreements or understandings to grant any of the Buyer agrees to purchase from the Seller on the Closing Dateforegoing (collectively, "Liens"), all assets owned by Seller of Seller's right, title and used in or derived from the Business (other than those specifically excluded interest in, to and under Section 2.2 below) including the following assets and rights, in each case to the extent used or held for use in the Business, exclusive of the Excluded Assets (such assets to be referred to herein as the "Assets"hereinafter defined): (ai) All office equipmentall rights-to-receive and other credits (both funded and unfunded) consisting of food, furniturebeverage, artworktax and tip credits at all Merchants wherever located, service equipmentand all agreements, suppliescontracts, computer hardwareguarantees, data processing equipmentinstruments, tools security agreements and supplies other documents evidencing or securing, and any and all collateral and security interests securing, such rights-to-receive and credits and any and all claims, rights and causes of action related thereto (collectively, the "EquipmentRights-to-Receive"), including the Equipment described on SCHEDULE 2.1(A); (bii) All all arrearage sales contracts, documentsrights and arrangements made in connection with the Business as listed in Schedule 3.1(i)(i) (collectively, franchisesthe "Arrearage Sale Contracts"); (iii) all fictional business names, instrumentstrade names, d/b/a names, logos, Internet domain names (xxx.xxxx.xxx, xxx.xxxxxx-x-xx-xxxx.xxx and xxx.xxxxxxxxxxxxx.xxx), trademarks, service marks (including but not limited to DINING A LA CARD(R)), trade dress and any and all federal, state, local and foreign applications, registrations and renewals therefor, and other written all the goodwill associated therewith (collectively, "Marks"); all patents (including but not limited to all continuations, extensions, and reissues), patent applications, and inventions and discoveries that may be patentable (collectively, "Patents"); all copyrights in both published works and unpublished works (including but not limited to the copyright subsisting in any Marketing Materials, Membership Data, and Merchant Data (each, as defined below), and in online works such as Internet web sites, excluding any proprietary software underlying such web sites, and any federal or oral foreign applications, registrations and renewals therefor (collectively, "Copyrights"); all rights in any and all licensed or proprietary computer software, firmware, middleware, programs, applications, databases, and files (in whatever form or medium), including all material documentation, relating thereto, and all source and object codes relating thereto (collectively, "Computer Software and Files"); all know-how, trade secrets, confidential information, competitively sensitive and proprietary information (including but not limited to pricing information, supplier information, telephone and telefax numbers, and e-mail addresses), technical information, data, process technology, business plans, drawings, and blue prints (collectively, "Trade Secrets"); and the right to xxx for past infringement, if any, in connection with any of the foregoing (collectively, the "Intellectual Property"); (iv) all agreements relating and arrangements permitting Seller's use of the Intellectual Property and Computer Equipment (as hereinafter defined) owned by third parties, or permitting third party use of the Intellectual Property or Computer Equipment owned by Seller, or for the processing, use, licensing, leasing, storage, or retrieval of software, data and information related to the Business of Seller (collectively, "Intellectual Property and Computer Agreements"); (v) all lists, files, records, information and data related to Members who were acquired other than pursuant to an Excluded Contract (the "Membership Data") and all rights to such Members, and all lists, files, records, information and data related to Merchants (the "Merchant Data") and all rights to such Merchants; (vi) any and all accounting business information, management information and internal reporting data and related books and records (in whatever form or medium maintained), including but not limited to advertising, marketing and sales programs, business, marketing and strategic plans, research and development reports and records, and advertising copy (including radio and television scripts), creative materials, production agreements, and all other promotional brochures, flyers, inserts and other materials used exclusively in connection with the Business (collectively, the "Marketing Materials"); (vii) all computer tapes, discs and other media which are used to store Intellectual Property, Membership Data, Merchant Data and Marketing Materials (the "Computer Equipment"); (viii) all agreements, contracts, guaranties, instruments and other documents to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing that are listed in Schedule 3.1(i)(ii) (the "Assigned Contracts"), including the Contracts described on SCHEDULE 2.1(B); (cix) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records all claims of Seller against third parties relating principally to the Business Assets (the "Books and Records"as hereinafter defined), including the Books and Records described on SCHEDULE 2.1(C);whether xxxxxx or inchoate, known or unknown, or contingent or non-contingent; and (dx) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereonextent transferable, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; Permits (gas hereinafter defined) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names exclusively in connection with the Business or Seller's use of Business; all as the Assets same shall exist on the Closing Date (items (i) through (x) being, collectively, the "Seller's NameAssets"); and. (Page 10 of 252 Pages)

Sale of Assets. Subject to the terms and conditions set forth in this AgreementAgreement (and except for the assets excluded as provided in Section 1.2 hereof), the Seller agrees to Superior and Xxxxx X. New, Jr. and Xxxxx X. Xxxxx (as applicable) shall sell, convey, transfer, assign and deliver to Buyer or a newly-formed subsidiary of Buyer and Buyer or such subsidiary shall purchase, all of the Buyerright of title and interest of Superior, Xxxxx X. New, Jr. and Xxxxx X. Xxxxx (as applicable) in and to the Business and the Buyer agrees to purchase from assets (the Seller on the Closing Date, all assets owned by Seller and "Purchased Assets") used in or derived from necessary to or useful to the Business as of the Effective Time (other than those specifically excluded under Section 2.2 belowas hereinafter defined) including including, but not limited to, the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipmentof Superior's cash, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools cash equivalents and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)prepaid expenses; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing Superior's accounts receivable (the "ContractsAccounts Receivable"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoicesequipment, and other books and records relating principally to tangible personal property of all kinds owned by Superior or used or useful in the Business (the "Books Personal Property") including without limitation all of the furniture and Recordsfixtures, molds and tooling (the "), including the Books Molds") and Records described equipment listed on SCHEDULE 2.1(C)Schedule 1.1(c) attached hereto; (d) SellerAll of Superior's Employee files for those Employees actually hired by Buyer; (e) All and the Shareholder's right, title and interest of Sellerin and to the name "Superior Foam" and the patents, inpatent applications, to and under all service markscopyrights, trademarks, tradenames, logos, patterns, designs, goodwill, customer lists, trade secrets, know how, proprietary rights and assumed names, principally related to other intellectual property rights owned by Superior or used in the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), including the Intellectual Property listed on Schedule 1.1(d) attached hereto; (e) All forms and other marks and/or names described supplies and expendables on SCHEDULE 2.1(Eorder or on hand (the "Supplies"); (f) All advertising materials of Superior's existing contract rights, commitments, purchase orders and all other printed or written materials related sales orders relating to the conduct of Business and disclosed to Buyer under Section 4.18 hereof as updated pursuant to Section 4.18 (the Business"Assigned Contracts"); (g) All of the SellerSuperior's general intangiblesfranchises, claimslicenses, rights registrations, files, papers, books of set offaccount, rights sales and marketing records, personnel files and all other books and records and files of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related any kind or description relating to the Business; (ih) The exclusive right to use the name "Reporting Services AssociatesSuperior's finished goods, Inc.", any similar name or derivative thereof, work in process and any past or present assumed names in connection with the Business or Seller's use of the Assets raw materials inventory (the "Seller's NamePurchased Inventory"); and; (i) All originals and copies of agreements, documents, tapes, maps, books, records and files in the possession of Superior or the Shareholders relating principally to the Business, including without limitation electronically stored data. The Purchased Assets shall include all of Superior's assets described above and/or reflected in the December 31 Balance Sheet (as hereinafter defined) and any such assets acquired thereafter and prior to the Closing (as hereinafter defined) except for inventory transferred or disposed of in the ordinary course of business after December 31, 1998 or described in Section 1.2.

Sale of Assets. Subject 1.1 Seller hereby sells, assigns, transfers, grants, conveys and relinquishes exclusively to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the BuyerPurchasers, and the Buyer agrees to Purchasers hereby purchase and acquires from the Seller on the Closing DateSeller, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as collectively, the "Assets"):), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever: (a) Except for the Excluded Assets (as defined below), all of Seller's worldwide rights, title, and interests in the Site and all tangible and intangible property comprising the Site,, including: (i) The domain name and Internet protocol address of the Site; (ii) All office equipmentof the images and pictures displayed at the Site on and prior to the Effective Date; (iii) Title to and possession of all electronic and hard copy versions of the media that constitute all copies and versions of the text and content of the Site, furnituretheir respective component parts, artworkand all documentation relating thereto; (iv) All copyright interests owned or claimed by Seller pertaining to the content of the Site, together with any and all other copyright interests relating thereto accruing by reason of U.S. or international copyright conventions (collectively, the "Copyright Interests"); (v) All rights, title, and interests of Seller in and to the inventions, discoveries, improvements, ideas, trade secrets, know-how, confidential information and all other intellectual property owned or claimed by Seller pertaining to the Site; (vi) All interests owned or claimed by Seller in the trademarks, service equipmentmarks and trade names listed on Schedule 1.1(a)(vi), suppliestogether with all U.S. and foreign applications and registrations therefor, computer hardwareaccompanied by the goodwill of all business connected with the use of and symbolized by such marks including the right to xxx for, data processing equipmentsettle, tools and supplies or release any past, present, or future infringement thereof or unfair competition involving the same (collectively, the "EquipmentTrademark Interests"); and (vii) All rights, including title, and interests, and benefit of Seller in, to, and under all agreements, contracts, licenses, and leases entered into by Seller (all such agreements are listed on Schedule 1.1(a)(vii)), or having Seller as a beneficiary, pertaining to the Equipment described on SCHEDULE 2.1(A);Site. (b) All contractsequipment, documentsbusiness machines, franchisescomputer hardware and software, instruments, tooling and other written fixed assets or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described personal property identified on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andSchedule 1.1

Sale of Assets. Subject to At the terms Closing Time and conditions set forth in this Agreementat the Closing -------------- Place, the Seller agrees to sell, that: (a) It will convey, transfer, assign and deliver deliver, or cause to be conveyed, transferred, assigned and delivered, to the BuyerBuyer all the Seller's right, title and interest in and to all of the Buyer agrees to purchase from assets and properties, tangible and intangible, real, personal and mixed, used, owned or held by the Seller on Seller, in connection with the Closing Datebusiness of the Division, all assets owned by Seller wheresoever situated and used in whether or derived from the Business (other than those not specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as (the "Assets"):) free and clear of all Liens, including, without limiting the generality of the foregoing, (1) all accounts receivable, inventories, equipment, goods and supplies, proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities), other "current assets" (defined in accordance with GAAP) and machinery, equipment and spare parts, furniture and fixtures, and customer lists of the Seller directly or indirectly relating to the Division, (2) all of the Seller's claims and rights of every kind under all Contracts and Leases (except to the extent relating to counter-claims related to Excluded Liabilities subject to the Seller making such claims in good faith), (3) all of the Seller's business and good will directly or indirectly relating to the Division, if any, as a going concern, (4) all assets and properties reflected in the Closing Date Balance Sheet, (5) all of the Seller's rights with respect to patents, patent applications, drawings, maskwork, software, service manuals, trademarks, trademark applications, trade names, copyrights, trade secrets, licenses, including, without limitation, the names "Xxxxxxx Pools" and "Poolsaver," including all letterheads, logos, trademarks, advertisements and other materials containing any of such names (such rights in such names being hereinafter called the "Rights in the Name") and other Intellectual Properties used in connection with the Division's business, (6) all of the Seller's rights to memberships in trade organizations used in connection with the Division, (7) all of the Seller's certifications, licenses, permits, Environmental Permits, authorizations and approvals issued by any Governmental Authority used in connection with the Division, (8) all of the Seller's claims and causes of action against others relating to the Division (except to the extent relating to the Excluded Assets or the Excluded Liabilities), (ai) All office equipmentthe Seller's minute books, furniturestock certificates books, artworktax returns, service equipmenttax books, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instrumentsrecords, and other written or oral agreements relating similar corporate records (provided, however, that the Seller shall provide copies of the relevant portions thereof to the Business Buyer upon the Buyer's request), (ii) the Seller's right, title and interest in, and to, any asset or property (including any Contract, Lease, membership, certification, license, permit, authorization or approval) the assignment or attempted assignment of Seller which would be invalid or would constitute a breach of any agreement or commitment to which the Seller is a party or by which it may be bound; provided, however, that any asset or property referred to in clause (ii) of this sentence and which would otherwise be included in the definition of Assets shall be held and/or received by the Seller or any for the use and at the direction and for the benefit of the Assets Buyer, in the case of certifications, licenses, permits, authorizations and approvals, for a period of not less than 120 days, so that the Buyer will be, to the extent practicable after the Seller has used commercially reasonable efforts and to the extent not prohibited by law, in substantially the same economic position as if such asset had been transferred to the Buyer at the Closing (except that with respect to any Lease the assignment of which cannot be effected at the Closing, the Seller covenants and agrees to make all payments and satisfy all other obligations thereunder in accordance with its terms, until the time that any such Lease may be bound assigned without constituting a breach thereof, and the Buyer shall reimburse the Seller for any such payment as well soon as practicable after the Buyer has received written notice from the Seller that any such payments have been made, provided, that, the Seller covenants and agrees that it shall not make any such payment if the Buyer gives written instructions to the Seller requesting that the Seller cease making such payments, subject to the Buyer holding the Seller harmless from any damages from the failure to make such payments), (iii) all rights, privileges, claims cash and options cash equivalents of the Division and any bank account of the Seller relating to the foregoing Division, (iv) any claims asserted by the "Contracts")Seller in any litigation involving the Seller, including whether or not disclosed in Schedule 3.15, ---- other then claims relating to the Contracts described on SCHEDULE 2.1(B); Assets or the Assumed Liabilities, (cv) All customer and supplier files and databasesthe Seller's rights under all insurance policies, customer and supplier listswhether or not disclosed in any Schedule hereto, accounting and financial to the extent relating to the Excluded Assets or the Excluded Liabilities, (vi) all books, records, invoices, correspondence and other books and records information relating principally to the Business Excluded Assets or the Excluded Liabilities, (vii) the name "Books and Records")Xxxxxxx Industries," including all letterheads, including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service markslogos, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), advertisements and other marks and/or names described on SCHEDULE 2.1(E); materials containing such name and (fviii) All advertising materials and all other printed or written materials related to the conduct Plans of the Business; (g) All Seller and any ERISA Affiliate of the Seller's general intangibles. Such conveyance, claimstransfer, rights assignment and delivery shall be effected by such assignments, deeds, bills of set off, rights of recoupment sale and other proprietary intangiblesinstruments as shall be reasonably requested by Counsel for Aquatics. (b) The Seller shall constitute and appoint the Buyer the true and lawful attorney of the Seller, licenses with full power of substitution, in the name of the Seller or in the name of the Buyer, but for the benefit of the Buyer and sublicenses granted at the expense of the Buyer (provided, however, that, the Seller's obligations will not in any way be limited as a result of the Buyer undertaking such expense) (1) to collect, assert or enforce any claim, right or title of any kind in or to the Assets, to institute and obtained with prosecute all actions, suits and proceedings which the Buyer may deem proper in order to collect, assert or enforce any such claim, right or title, to defend and compromise all actions, suits and proceedings in respect theretoof any Asset, and rights thereunderto do all such acts and things in relation thereto as the Buyer shall deem advisable and (2) to endorse, which without recourse, the name of the Seller on any check or other evidence of indebtedness received by the Buyer on account of any Asset. The Seller acknowledges that such powers are used coupled with an interest and shall not be revocable by it in the Businessany manner or for any reason, including its dissolution, and remedies against infringements thereof, and rights that the Buyer shall be entitled to protection of interests therein under the laws of all jurisdictions (the "General Intangibles")retain for its own account any amounts collected pursuant to such powers, including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value any amounts payable as interest in respect thereof. Such powers shall be granted by such powers of attorney and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andinstruments as shall be reasonably requested by Counsel for Aquatics.

Sale of Assets. (a) Subject to the terms provisions of this Agreement and conditions set forth except as expressly excluded in this AgreementSection 2.1(b), the Seller agrees to sell, convey, transfer, assign sell and deliver to the Buyer, and the Buyer agrees to purchase from at the Seller on the Closing DateClosing, all of the personal properties, assets owned by and business of Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including operation of the following (such assets to be referred to herein as Businesses, tangible and intangible, wherever located, including, without limitation, the "Assets"):following: (ai) All office of the current equipment, furniturefurnishings, artworkfixtures, service equipmentsupplies and other personal property used in the operation of the Businesses, suppliesincluding, computer hardwarewithout limitation, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described items identified on SCHEDULE 2.1(A)Schedule 2.1(a)(i) attached hereto; (bii) All contracts, documents, franchises, instruments, and other written or oral agreements relating Subject to the Business provisions of Seller to which Seller is a party or by which Seller or any this Agreement, all of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All ’s right, title and interest in and to all financial, accounting and other business records of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related Seller relating to the Business together with Businesses or any of the right to recover for infringement thereon, if any Subject Assets (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Businesses’ Records”); (fA) All advertising materials of Seller’s rights and all other printed or written materials related interests in and to the conduct Seller Intellectual Property, including, without limitation, the Seller Intellectual Property identified on Schedule 2.1(a)(iii)(A); (B) all of Seller’s rights to use Seller Third Party Intellectual Property in Seller’s manufacture, sale or distribution of any products of the BusinessBusinesses, if any, all of which licenses or other rights are identified on Schedule 2.1(a)(iii)(B); and (C) any Seller Intellectual Property under research or development prior to or on the Closing Date; (giv) All of the goodwill relating to the operation of the Businesses; (v) All of Seller's general intangibles, claims, ’s rights of set off, rights of recoupment and other proprietary intangibles, licenses interests in and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in to the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions contracts identified on Schedule 2.1(a)(v) (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G“Assigned Contracts”); (hvi) All goodwillall inventory of products of the Businesses, going concern value including raw materials, work-in-progress and finished goods with respect thereto (“Inventory”); (vii) copies of the Businesses’ customer lists, customer records, customer files and histories, open customer invoices, lists of suppliers and vendors and all records relating thereto, historical purchase and sale records, records with respect to production, engineering, product development, costs, price lists, advertising matters, catalogues, photographs, sales and marketing materials, product materials, purchasing materials, camera-ready art, manufacturing and quality control records and procedures, research and development, files and data, media materials and plates and other intangible properties records, in each case used in connection with the Businesses; (viii) any and all claims, deposits, prepayments, prepaid assets, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment related to the BusinessBusinesses or the Subject Assets; (ix) to the extent their transfer is permitted by law, all consents, approvals, authorizations or other order of, action by, filing with or notification to any Governmental Authority related to the Businesses or the Subject Assets; and (x) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Businesses or any of the Subject Assets. The assets, property and business of Seller to be sold to and purchased by Buyer under this Agreement are hereinafter sometimes referred to as the “Subject Assets.” (b) The following assets (the “Excluded Assets”) shall be excluded from the Subject Assets: (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names Accounts receivable generated in connection with the Business or Seller's use Businesses prior to and in existence as of the Assets Closing Date (“Seller Accounts Receivable”); (ii) Inventory and supplies used in connection with the "Businesses which are disposed of in the ordinary course of business prior to the Closing; (iii) Seller's Name")’s corporate franchise, stock record books, corporate record books containing minutes of meetings of directors and stockholders and such other records as have to do exclusively with Seller’s organization or stock capitalization not related primarily to the Businesses; and (iv) Any of Seller’s assets, whether tangible or intangible, not related to the operation of the Businesses.

Sale of Assets. Subject to Seller hereby agrees (and the terms and conditions set forth in this Agreement, the Seller Shareholder hereby agrees to sell, convey, transfer, assign cause Seller to agree) to sell or otherwise transfer and deliver to the Buyer, and the Buyer hereby agrees to purchase from the Seller on the Closing DateSeller, all of the assets, wherever located, used in the operation of Seller's traffic preemption business (the "Business"), except for the Intellectual Property as defined herein, free from all liens and encumbrances except for those set forth specifically herein. The assets owned include, but are not limited to, the following: a. All equipment listed on Exhibit "A". b. All furniture, fixtures and other personal property listed on Exhibit "B". c. All raw materials and finished goods in the Sonem inventory listed on Exhibit "C", which raw materials and inventory Seller represents shall be sufficient to build detectors for a minimum of 100 intersections. For the purposes of this Agreement, "detector" means an assembly including a base plate, Atlas 8 ohm speaker and an extender. d. All Seller's right, title and interest in and to any assets leased by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment")Seller's Business, including the Equipment described security deposits, as listed on SCHEDULE 2.1(A);Exhibit "D". (b) e. All Seller's right, title and interest in and to any distribution contracts, documentspurchase orders, franchisescontracts, instrumentspromissory notes, and or other written documents evidencing obligations to or oral agreements relating to the Business rights of Seller to which Seller is a party or by which Seller or any of the Assets may be bound Seller, as well as all rightslisted on Exhibit "E" (collectively, privileges, claims and options relating to the foregoing (the "Contracts"). f. The Customer list as shown on Exhibit "F". g. An exclusive license, including in the Contracts described form attached hereto as Exhibit "G" ("Intellectual Property License Agreement") to make, have made, use and sell apparatus encompassed by any of the intellectual property identified on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the Exhibit "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any H" attached hereto (the "Intellectual Property"), including the right to grant sub-licenses. h. All marketing materials for the Business. i. All records, correspondence, bookkeeping files, telephone numbers and other marks and/or names described data and information whether recorded on SCHEDULE 2.1(E);paper or stored by electronic means, kept and maintained by Seller for the purposes of operating its Business. (f) All advertising materials and all other printed or written materials related to the conduct j. The goodwill of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described right of Buyer to represent itself as carrying on SCHEDULE 2.1(G); (h) All goodwill, going concern value the Business in continuation of and other intangible properties related in succession to Seller and the Business; (i) The exclusive right to use the name names "Reporting Services AssociatesSonem" and "Sonem 2000" or any variation thereof and all lists of customers, Inc."documents, any similar name or derivative thereofrecords, correspondence and any past or present assumed names in connection with other information related to the Business or ("Goodwill"). All of the foregoing assets shall be collectively referred to as the "Assets," and Seller shall provide to Buyer at the Closing (as defined in Paragraph 20(a)), the appropriate documents to properly transfer Seller's use of right, title and interest in and to the Assets (the "Seller's Name"); andto Buyer.

Sale of Assets. (a) Subject to the terms and conditions set forth in provisions of this Agreement, the Seller agrees to sell, convey, transfer, assign sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on purchase, at the Closing Date(as defined in Section 1.4 hereof), all of the properties, assets owned by and business of Seller of every kind and used in description, tangible and intangible, real, personal or derived from mixed, and wherever located, including, without limitation, the Business following: (other than those specifically excluded under Section 2.2 belowi) including the following all inventory, work-in-progress, finished goods and raw materials (such assets to be referred to herein as collectively, the "AssetsInventory"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (bii) All contractsall machinery, documentsequipment and leasehold and personal property; (iii) all goodwill and intellectual property rights, franchisesincluding trade secrets, instrumentsproprietary information, designs, styles, technologies, inventions, know-how, formulae, processes, procedures, research records, test information, software and software documentation, market surveys, marketing know-how and manufacturing, research and technical information, trade names, copyrights and copyright registrations, service marks and trademarks (including applications and registrations therefor) specifically listed on Schedule 2.14 attached hereto, which such trademarks are all the trademarks needed in connection with Seller's business, patents and patent applications (including, without limitation, the trade names, copyrights and copyright registrations, and other written patents and patent applications described in Schedule 2.14 attached hereto), and all licenses to or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating from third parties with respect to the foregoing or rights related thereto, in each case which is used or held for use in the Seller's business; (iv) all accounts receivable of the Seller's business (the "ContractsReceivables"), including the Contracts described on SCHEDULE 2.1(B); (cv) All customer all of Seller's rights and supplier files interests in and databasesto all orders, customer commitments, contracts and supplier listsagreements it has received or is a party to including, accounting without limitation, the backlog of orders for the sale or lease of products or services for which no revenues have been recognized by Seller and financial records, invoices, any and other books all rights under any proprietary rights agreements and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)non-disclosure agreements; (dvi) all of Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest in and to all franchises, licenses, permits, certifications, approvals and authorizations relating to the business of the Seller; (vii) all cash, cash equivalents, investments and prepaid expenses; and (viii) all other assets and properties of every nature whatsoever tangible and intangible, and wherever located, used or held for use in connection with the Seller's business, including, without limitation, all assets shown or reflected in the Base Balance Sheet (as defined in Section 2.7 hereof) of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment goodwill and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associatesof Seller as all or part of a trade or corporate name. (b) Notwithstanding the foregoing, Inc.", any similar name there shall be excluded from such purchase and sale the following property and assets: (i) Assets and property disposed of since the date of the Base Balance Sheet in the ordinary course of business and such other assets as have been or derivative thereof, and any past or present assumed names in connection with are disposed of as expressly permitted by the Business or terms of this Agreement; and (ii) Seller's use corporate franchise, stock record books, corporate record books containing minutes of the Assets meetings of directors and stockholders and such other records as have to do exclusively with Seller's organization or stock capitalization (collectively, the "Seller's NameCorporate Records"); andprovided, however, that Seller shall provide Buyer prior to the Closing with copies of each of the foregoing, certified by Seller to be true, correct and complete copies. The assets, property and business of Seller to be sold to and purchased by Buyer under this Agreement are hereinafter sometimes referred to as the "Subject Assets," and the assets, property and business of the Seller which are excluded from the Subject Assets under this Section 1.1(b) are hereinafter sometimes referred to as the "Excluded Assets."

Sale of Assets. Subject to the terms and conditions set forth in provisions of this Agreement, the Seller agrees to sellsell and Purchaser agrees to purchase, conveyon such date (the "Closing Date"), transferall of Seller's right, assign title and deliver interest in and to the Buyerproperties, assets and operations comprising the Business of every kind and description, tangible and intangible, personal or mixed, and wherever located, and all of Seller's goodwill, backlog, customer lists, customer deposits, telephone numbers, trade and product names, proprietary property and products relating to the Buyer agrees Business, and all Seller's right, title and interest in and to purchase from the all other fixed assets and equipment of Seller on the Closing Date, all assets owned by Seller and not used in the Business, except in each case Excluded Assets. All of the assets described or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein in this Section 1.1 (except Excluded Assets) are hereinafter referred to as the "Subject Assets"):" and include, without limitation, those assets set forth below: (a) All office equipmentwork-in-process, furnituresoftware and related assets relating to the Business, artworkand all fixed assets, service equipment, suppliesequipment and machinery, computer hardware, data processing equipment, tools hardware and supplies (fixtures of Seller whether or not relating to the "Equipment")Business, including the Equipment described on SCHEDULE 2.1(A)without limitation those set forth in Schedule 1.1 (a) attached hereto and made a part hereof; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any A complete customer list of the Assets may be bound Business's customers current as well as all rights, privileges, claims and options relating to of the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Closing Date; (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business Intellectual Property (the "Books and Records"as defined in Section 2.6), including the Books which shall specifically include without limitation all of Seller's rights to and Records described on SCHEDULE 2.1(C);in reporting forms, tracking systems, Seller's software licenses and Seller's rights in a copyrighted management system; and (d) Seller's Employee files for those Employees actually hired To the extent permitted by Buyerthe terms of each Assumed Contract (as defined below) and applicable law, all outstanding sales proposals, purchase orders, agreements or contracts to provide or receive goods and/or services in connection with the Business, all customer agreements, vendor agreements, commitments, agreements and licenses relating to the Intellectual Property, as set forth in Schedule 1.1(d) attached hereto and made a part hereof (the "Assumed Contracts"); (e) All rightchoses in action, title and interest causes of Selleraction, in, to and under all service marks, trademarks, trade and assumed names, principally related to employment agreements with employees engaged in the Business together with the right to recover for infringement thereonother than Hughes and Dickson, if any accounts receivxxxx xelatixx xx xhe Business (the "Intellectual PropertyAccounts Receivable"), ) and other marks and/or names described on SCHEDULE 2.1(E)intangible assets as set forth in Schedule 1.1(e) attached hereto and made a part hereof; (f) All advertising materials and all other printed or written materials related Prepaid expenses relating to a trade show scheduled to occur after the conduct of the Business;Closing Date; and (g) All of A leased telephone system, the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, purchase price for which are used shall be paid in full from the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andPurchase Price.

Sale of Assets. (a) Subject to the terms and conditions set forth in provisions of this Agreement, at the Closing (as defined in Section 1.4 hereof) Seller agrees to shall sell, convey, transfer, assign and deliver to the Buyer, Buyer and the Buyer agrees to shall purchase from the Seller on the Closing Date, and acquire all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All ’s right, title and interest of Sellerin and to the following properties, inassets and rights, to the extent used or held for use in connection with the Nu Hair and under Shen Min Brands as they exist on the Closing Date: (i) all service intellectual property rights, including trade secrets, proprietary information, designs, trade dress, styles, technologies, inventions, know-how, formulae, processes, procedures, research records, test information, software and software documentation, source and object code, algorithms, promotional materials, customer lists, supplier and dealer lists, market surveys, marketing know-how and manufacturing, research and technical information, the “Nu Hair,” “Shen Min” and “Scalpblock” trademarks (and all other names or marks incorporating or using such names or marks, trademarksincluding all applications and registrations therefor) and all related and associated logos and all licenses to or from third parties with respect thereto, copyrights and copyright registrations, patents and patent applications (including without limitation the trade and assumed names, principally related to the Business together with the right to recover for infringement thereoncopyrights and copyright registrations, if any (the "Intellectual Property"service xxxx and trademark registrations and applications and patents and patent applications described in Schedule 1.1(a)(i)), and all licenses to or from third parties with respect to the foregoing or rights related thereto, in each case which is used or held for use in the or in connection with the Nu Hair and Shen Min Brands, and all documentation and media constituting, describing or relating to the foregoing, including without limitation, manuals, memoranda and records, and all other marks and/or names described on SCHEDULE 2.1(Edocumentation upon which Seller relies in claiming title to the intellectual property transferred hereby (collectively, the “Intellectual Property Rights”)); (fii) All advertising materials all rights and all other printed or interests of Seller in and to those oral and written materials related to the conduct commitments, contracts and agreements of the Business; (g) All Nu Hair and Shen Min Brands, all of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions listed on Schedule 1.1(a)(ii) (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G“Contracts”); (hiii) All goodwillto the extent permitted by law, going concern value all right, title and other intangible properties interest in and to all governmental franchises, licenses, permits, certifications, approvals and authorizations, applications and registrations relating to the Nu Hair and Shen Min Brands, all of which are listed on Schedule 1.1(a)(iii) (the “Permits”); (iv) all inventory, stock in trade, work-in-progress, finished goods, product packaging and raw materials relating to the Nu Hair and Shen Min Brands, all of which are listed on the physical inventory listing set forth on Schedule 1.1(a)(iv) (collectively, the “Inventory”); (v) all rights of Seller under contracts or agreements with representatives marketing and selling the products and services of the Nu Hair and Shen Min Brands, all of which are listed on Schedule 1.1(a)(v) (collectively, “Marketing Contracts”); (vi) all rights and benefits of Seller in and to all third party warranties and guarantees relating to the Subject Assets (as defined below), and all indemnification rights against third parties related to the BusinessSubject Assets, except that Seller shall retain a non-exclusive license to all such third party warranties and guaranties and all such indemnification rights as a defense or counterclaim to any cause of action or claim against Seller; (vii) electronic copies of customer lists, customer records and histories, customer invoices, lists of suppliers and vendors and all records relating thereto, market research information, advertising matter, catalogues, photographs, sales materials, purchasing materials, media materials, files, data and all other records with respect to the Nu Hair and Shen Min Brands; (viii) all domain names incorporating the Nu Hair and Shen Min names, which are listed on Schedule 1.1(a)(viii), and all content, software, source and object code related to the Nu Hair and Shen Min Brands (collectively, “Domain Names and Website Content”); (ix) the unfulfilled portions of supplier orders relating to the purchase and sale of raw materials and other components of inventory set forth on Schedule 1.1(a)(ix) (collectively, the “Pre-Closing Supplier Orders”); (x) all UPC Codes that are applicable to the Nu Hair and Shen Min Brands (the “UPC Codes”), except that Seller shall retain a non-exclusive license to use the first five digits to the UPC Codes for the sale of Seller’s products currently in inventory or with customers until depleted or returned to Seller, which are not being acquired as part of the Subject Assets ; and (xi) the telephone number 0-000-000-0000, which is the telephone number for Seller’s telesales. The assets, property and business of Seller being sold to and purchased by Buyer under this Section 1.1(a) are hereinafter sometimes referred to as the “Subject Assets.” (b) Notwithstanding the foregoing, there shall be excluded from such purchase and sale, and the Subject Assets shall specifically exclude, the following property and assets of Seller: (i) The exclusive right all cash and cash equivalents, bank deposits and bank accounts and accounts receivable in existence as of the Closing Date (as defined in Section 1.4 hereof); (ii) Seller’s interest in the real property subject to use the name "Reporting Services Associatesthat lease dated as of November 1, Inc."2004 between 107 Oakwood Real Property Holding LLC and Seller, any similar name as amended or derivative thereofsupplemented, together with leasehold improvements thereon; (iii) corporate franchise, stock record books, and corporate record books containing minutes of meetings of directors and shareholders (collectively, the “Corporate Records”); provided, however, that Seller shall have made available to Buyer and its counsel prior to the Closing true and correct copies of each of the foregoing; (iv) original and paper copies of the documents listed above in (a)(ix); provided, however, that each Seller shall (x) make such documents available to Buyer or its accountants, counsel or other representatives, after the Closing as reasonably required by Buyer, (y) maintain such documents for a period of at least five (5) years in a reasonably safe fashion and (z) give Buyer not less than thirty (30) days notice of any past intention to dispose of any or present assumed names all documents; upon such notice, Buyer shall have the option to purchase or take delivery of any or all such documents free and clear of any claim of ownership by Seller; (v) the Retained Receivables (as hereinafter defined); (vi) all properties, assets and rights of the Nu Hair and Shen Min Brands, other than those items specifically included within the definition of the Subject Assets; and (vii) all of Seller’s rights with respect to any “holdback” or “holds” imposed by Walgreen; and (viii) all other properties, assets and rights of Seller, including without limitation all intellectual property rights of Seller to the extent not used or held for use in connection with the Business Nu Hair or Seller's use Shen Min Brands. The assets, property and business of Seller which are excluded from the Subject Assets (the "Seller's Name"); andunder this Section 1.1(b) are hereinafter sometimes referred to as “Excluded Assets.”

Sale of Assets. Subject On and subject to the terms and conditions set forth in of this Agreement, at the Seller agrees to closing of the transactions contemplated hereby (the “Closing”), each Company shall sell, assign, transfer, convey, transfer, assign and deliver to the BuyerPurchaser, and the Buyer agrees to Purchaser shall purchase and acquire from the Seller on the Closing Dateeach Company, all assets owned by Seller right, title, and used interest of each such Company in and to all of its assets, properties and rights of whatever kind, tangible and intangible, whether accrued, contingent or derived from the Business (otherwise, other than those specifically excluded under Section 2.2 below) including the following Excluded Assets (such assets to be referred to herein as collectively, the "“Purchased Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"”), including the Equipment following Purchased Assets: (i) the fee simple interest in and to the Owned Real Properties, as all such real property is more fully described on SCHEDULE 2.1(ASection 2.10(a) of the Disclosure Schedule; (ii) all utility arrangements, and other agreements, instruments, certificates, or documents including any and all rights and benefits under the Permitted Liens, relating to the ownership, operation, maintenance, use, or occupancy of the Owned Real Properties; (iii) all computer hardware, furniture, furnishings, signage, vehicles, equipment, machinery, tooling, parts and other tangible personal property; (iv) all rights under or related to the Owned Real Property Leases, Personal Property Leases and any other Contract to which such Company is a party (the “Included Contracts”), provided that: (A) the Included Contracts shall not include those Contracts set forth in Section 1.1(b)(ii) of the Disclosure Schedule; and (B) in the event any Contract of such Company is identified following the Closing that is required to be disclosed in Section 2.13(a) of the Disclosure Schedule, but is not so disclosed, Purchaser may at its sole discretion elect to exclude such Contract from the Purchased Assets in accordance with Section 1.1(b)(iii) and, for the avoidance of doubt, in the event that Purchaser makes such an election to exclude such Contract, such Contract shall not be deemed an Included Contract; (v) all rights under or related to non-competition, non-solicitation and restrictive covenant agreements and arrangements, and all invention assignments and work made for hire provisions regarding each such Company, if any, arising by operation of Law or contract with respect to the relationship between each such Company and any of its current or former employees or independent contractors, except for the items set forth on Section 1.1(a)(v) of the Disclosure Schedule; (vi) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in written Contracts, except for the excluded payment rights set forth on Section 1.1(a)(vi) of the Disclosure Schedule; (vii) all intellectual property rights, if any, now in existence or under development, including all licenses and rights of use or practice relating thereto, and all goodwill represented thereby and pertaining thereto, except for the items set forth on Section 1.1(a)(vii) of the Disclosure Schedule; (viii) all credits, prepaid expenses, fees and costs, deferred charges, advance payments, security deposits and prepaid items, and other similar assets; (ix) all telephone numbers, facsimile numbers, websites, email addresses, domain names and any similar items, except for the items set forth on Section 1.1(a)(ix) of the Disclosure Schedule; (x) all instruments and inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories; (xi) all notes receivable, accounts receivable and other receivables (in all cases, whether or not billed) and all accrued penalties and interest thereon, and the benefit of any security therefor, except for the excluded accounts receivable set forth on Section 1.1(a)(xi) of the Disclosure Schedule; (xii) all Books and Records; (xiii) to the extent their transfer is permitted by applicable Law, all Permits, including all applications therefor; (xiv) all causes of action, lawsuits, claims and demands, refunds, rights of recovery, rights of setoff, and rights of recoupment of any nature available to or being pursued by each such Company with respect to the Purchased Assets or the Assumed Liabilities (including all awards or proceeds in connection with insurance and any eminent domain taking), except for the excluded rights of recovery and rights of recoupment set forth on Section 1.1(a)(xiv) of the Disclosure Schedule; (xv) all cash or cash equivalents maintained at the Companies’ facilities, representing fund accounts belonging to inmates (“Inmate Cash and Xxxxx Cash”); (bxvi) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any (A) all of the Assets may be bound as well as all rights, privileges, claims Cash and options relating to securities maintained in the foregoing cash reserve accounts set forth on Section 1.1(a)(xvi) of the Disclosure Schedule (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer “Reserve and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"Available Funds Account Cash”), and (B) all other marks and/or names described on SCHEDULE 2.1(E);Cash, including Cash in all other bank accounts and Inmate Cash and Xxxxx Cash; and (fxvii) All advertising materials all goodwill. At the Closing, the Purchased Assets shall be transferred or otherwise conveyed by each Company to Purchaser and/or certain of Purchaser’s Affiliates designated by Purchaser free and clear of all Liens, other printed than Permitted Liens, pursuant to one or written materials related more Bills of Sale, Assignment and Assumption Agreements and Warranty Deeds to the conduct be executed by an appropriate Company in favor of the Business; Purchaser and one or more its Affiliates (g) All the “Bills of the Seller's general intangiblesSale and Warranty Deeds”), claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used each in the Businessform attached hereto as Exhibit A. At the Closing, each Owned Real Property shall be transferred by each Company to Purchaser and/or certain of Purchaser’s Affiliates designated by Purchaser, free and remedies against infringements thereof, and rights to protection of interests therein under the laws clear of all jurisdictions (Liens, other than the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andPermitted Liens.

Sale of Assets. Subject (a) On the Closing Date, and subject to the terms and conditions set forth in this Agreementherein stated, the Seller Company agrees to sell, convey, transfer, assign assign, convey and deliver to the BuyerPurchaser, and the Buyer Purchaser agrees to purchase from the Seller on the Closing DateCompany, all right, title and interest in and to all of the assets owned used in, related to or necessary for the operation of each of the Company Businesses including, without limitation, the following: (i) all of the goodwill and all of the customer lists (to the extent permitted by Seller applicable law) used in, related to or necessary for the operation of the Company Businesses; (ii) all rights and used in or derived from privileges under the Business Contracts and accounts of the Company Businesses including, without limitation, the Contracts listed on EXHIBIT B-1 (other than those specifically excluded under Section 2.2 belowwith respect to the Wisconsin Business), EXHIBIT B-2 (with respect to the Minnesota Business) including and EXHIBIT B-3 (with respect to the following New Jersey Business) hereto identified as being assumed by Purchaser (collectively such assets to be Contracts listed on EXHIBITS B-1, B-2 AND B-3 are referred to herein as the "AssetsCompany Assigned Contracts"): ) and the right to receive all payments, rights, and privileges of the Company arising under the Company Assigned Contracts; (aiii) All office equipment, furniture, artworkall of the trade names, service equipmentmarks, trademarks, patents, trade secrets, internet addresses, telephone numbers and other intellectual property rights, whether registered or unregistered, used in, related to or necessary for the operation of the Company Businesses, including, without limitation, the names "Vision World," "Steix Xxxical," "EyeCare One," and "Eye Drx" and the Internet addresses "www.xxxxxxxxxxx.xxx" xxd "www.xxxxxxxxxxxx.xxx" xxd the other rights of the Company listed on Schedule 3.16; (iv) all of the prepaid expenses, unbilled costs and fees, and accounts, notes and other receivables used in, related to or necessary for the operation of the Company Businesses; (v) the fixed assets, vehicles, equipment and other personal property of the Company physically located at the offices of the Company Businesses including, without limitation, the assets of the Company listed on EXHIBIT C-1 (with respect to the Wisconsin Business), EXHIBIT C-2 (with respect to the Minnesota Business) and EXHIBIT C-3 (with respect to the New Jersey Business) hereto; (vi) all of the books and records of the Company used in, related to or necessary for the operation of the Company Businesses; (vii) all of the supplies, computer hardware, data processing equipment, tools inventories and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, office and other supplies physically located at the offices of the Company Businesses; (viii) to the extent permitted by applicable law, all rights of the Company under any written or oral agreements contract, agreement, non-competition agreement, confidentiality agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization used in, related to, or necessary for the operation of the Company Businesses; (ix) all computer software and related licenses of the Company used in, related to or necessary for the operation of the Company Businesses; (x) all rights or choses in action of the Company used in, related to, or necessary for the operation of the Company Businesses arising out of occurrences before or after the Closing Date including, without limitation, all rights under express or implied warranties relating to the Business of Seller to which Seller is a party or by which Seller or any assets of the Assets may be bound as well as Company used in, related to, or necessary for the operation of the Company Businesses; and (xi) all rights, privileges, claims and options relating to of the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) SellerCompany's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest to any other assets physically located at the offices of Seller, in, the Company Businesses or any claims related thereto. The assets described in this SECTION 2.01(a) are hereinafter collectively referred to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (as the "Intellectual Property")Company Assets." Notwithstanding the foregoing, and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andthe

Sale of Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, deliver and assign and deliver to the BuyerPurchaser, and the Buyer Purchaser agrees to purchase from the Seller purchase, on the Closing DateDate (as hereinafter defined), all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following tangible and intangible assets, rights, interests and properties of every kind, wherever located and by whomever possessed as the same may exist on the Closing Date (such assets to be referred to herein as the "Assets"): (a) All office equipmentall of WM's tangible and intangible assets, furniturerights, artworkinterests and properties of every kind, service equipment, supplies, computer hardware, data processing equipment, tools and supplies wherever located (the "Equipment"other than Retained Assets (as defined in Section 1.2 hereof), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, the Sm*rt Practice Business as a going concern and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)goodwill pertaining thereto; (c) All all customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to lists of users of the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)Sm*rt Practice Software; (d) all rights of the Seller's Employee files for those Employees actually hired by Buyer, its successors and assigns under all license, sublicense, service, development, maintenance and support agreements (whether related to computer software, hardware or both), between the Seller and any licensee, sublicensee or other permitted user ("End-Users") of the products or services of the Sm*rt Practice Business (collectively, the "End-User Agreements"); (e) All rightall source-codes, title object-codes, manuals and interest of Sellerother documentation and materials (whether or not in written form) and all versions thereof, intogether with all other patents, to and under all licenses, trademarks, service marks, trademarkstradenames (whether registered or unregistered), trade and assumed domain names, principally related copyrights, proprietary computer software, proprietary inventions, proprietary technology, technical information, discoveries, designs, proprietary rights and non-public information, whether or not patentable, in each case: (i) relating to the Business together with Sm*rt Practice Software (including, without limitation, all rights in any and all derivative works based on the right to recover for infringement thereonSm*rt Practice Software and all versions of the software); or (ii) listed on Schedule 1.1(e) hereto (collectively, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All all accounts and other receivables of the Sm*rt Practice Business (the "Accounts Receivable"); (g) all items of equipment (including, but not limited to, the telephone handsets, conferencing units and the telephone switch (the "Telephone Equipment") located and/or installed at the premises located at 0000 X. Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx (the "Spokane Facility")), machinery, furniture or fixtures: (i) located in the Spokane Facility; and/or (ii) listed on Schedule 1.1(g) hereto (collectively, the "Equipment") (but not including any inventory of computer hardware, operating system software, parts or related equipment which is (x) located in any location other than the Spokane Facility and (y) is owned by PCN or any of its Affiliates other than WM); (h) the Seller's rights under: (i) the equipment leases described on Schedule 1.1(h) hereto (the "Equipment Leases"); and (ii) the Retained Agreement (as defined in Section 3.2(k)); (i) all items of inventory of the Seller relating to the Sm*rt Practice Business, including, without limitation, all supplies (including, but not limited to, packaging and shipping materials) used in connection with the Sm*rt Practice Business, work-in-progress and finished goods; (j) copies of all books of account, records, files, invoices, customer lists, supplier lists, designs, drawings, business records and plans, computer print-outs and software, plans and specifications, warranties, trade correspondence, sales or promotional literature, operating data and other books and records related to the Sm*rt Practice Business as it is conducted on the Closing Date; (k) the right to receive mail and other communications regarding the Sm*rt Practice Business addressed to the Seller or any of its Affiliates (including, without limitation, mail and communications from End-Users, customers, suppliers and others); (l) all creative materials (including, without limitation, films, art work, color separations and the like), advertising and promotional materials and all other printed or written materials related primarily to the conduct of the Sm*rt Practice Business, its products or services; (gm) All all claims, refunds, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature related to the Sm*rt Practice Business, except to the extent related to the Retained Liabilities; (n) the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions lease for the Spokane Facility (the "General IntangiblesAssumed Lease"), including the General Intangibles described on SCHEDULE 2.1(G); (ho) All goodwill, going concern value the Seller's rights in and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names toll-free telephone number used exclusively in connection with the Business or Seller's use operation of the Assets (the "Seller's Name")Sm*art Practice Business; and (p) subject to Section 1.7 hereto, the name "Xxxxxx*Xxxxxx" and all permutations thereof.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, at the closing of the transactions contemplated hereby (the "Closing"), Seller agrees to will sell, convey, transfer, assign and deliver transfer the Assets to the Buyer, and Buyer will purchase the Buyer agrees to purchase Assets from Seller. The Assets shall be free and clear of any liens, royalty payments or other liabilities, and shall include, without limitation, the Seller on the Closing Datefollowing: (i) all of Seller's right, title and interest in intellectual properties, trademarks and associated goodwill, patents, service marks, copyrights, any pending applications for trademarks or patents or service marks or copyrights, trade secrets, design know-how, and engineering and other plans, drawings and diagrams, including, without limitation, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to Seller in and under all service marks, trademarks, trade and assumed names, principally related to the Business together with software relating to the items listed on Exhibit A whether owned, leased or licensed by Seller and including without limitation all such software for which Seller holds "a right to recover for infringement thereonuse", if any including without limitation all source codes, object codes, data and related documentation (the "Intellectual PropertyProprietary Technology"). (ii) all of the tangible personal property of Seller including, but not limited to, countertop units, floor units and all other fixed assets, equipment, computers, inventory, manuals and other marks and/or names described on SCHEDULE 2.1(Esuch tangible personal property (a complete listing of such tangible assets is attached hereto as Exhibit A); (fiii) All advertising materials all real and all other printed or written materials related to the conduct personal property of the Business; (g) All of the Seller's general intangiblesany kind, claimsincluding, rights of set offwithout limitation, rights of recoupment and other proprietary intangiblesleasehold interests, licenses and sublicenses granted and obtained with respect thereto, contracts and agreements of any kind, accounts, notes and other receivables, deposits, prepayments, refunds, causes of action, rights thereunderof recovery, which are used in franchises, permits, licenses, registrations and similar rights obtained from governmental agencies; and (iv) all of Seller's right to operate the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles")Assets as a business, including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwillall licenses, going concern value consents, certificates, authorizations and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andprivileges.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on as of the Closing Effective Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following assets of Seller (such assets to be collectively referred to herein as the "Assets"): (a) All office equipmentcomputer hardware, computer software, fixtures, furniture, artwork, service equipment, office supplies, computer hardwareother supplies and all other tangible personal property owned or used in connection with the Business including but not limited to that described on Schedule 2.1(a); provided, data processing equipmenthowever, tools that Buyer shall unilaterally have the right to reject taking title and supplies possession of any of the foregoing as it determines in its sole discretion (collectively, the "EquipmentTangible Assets"), including the Equipment described on SCHEDULE 2.1(A); (b) All contractsright, documentstitle and interest, franchisesif any, instruments, in the maintenance and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any use of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the Domain name/URL "Contracts"), including the Contracts described on SCHEDULE 2.1(B);XxxxxxxxXxxxxx.xxx" " xxxxxxxxxxxxxxxxxxxxxxx.xxx. (c) All Copies of all customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoicessales records, maintenance and production records, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's All right, title and interest of Seller in, to and under all contracts, leases, documents, instruments, agreements, and other written all relating principally to the Business to which the Seller is a party or by which the Seller or the Assets may be bound and all of the Material Agreements as more fully described on Schedule 2.1(d), which Schedule shall be provided to the Buyer by the Seller no later than the Closing, as well as all rights, privileges, deposits, letters of credit, claims, causes of action and options relating or pertaining to the foregoing (the "Contracts"); (e) All technical data, written specifications, work standards, confidential information, price lists and know-how used in connection with the Business; (f) Copies of all Employee files for those Offered Employees actually hired by Buyer; (eg) All right, title and interest of Seller, if any, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business including the name "Ministry Values for Growing Churches," and "XxxxxxxxXxxxxx.xxx" as more fully described on Schedule 2.1(g) (collectively, the "Intellectual Property"), together with the right whatever rights Seller may have to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)any; (fh) All advertising materials and all other printed or written materials related to the conduct of the Business; (gi) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, patents, inventions, trade secrets and royalty rights and other proprietary intangibles, all telephone numbers, telefax numbers, domain names, urls, and email addresses utilized in the Business, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions jurisdictions, if any, as more fully described on Schedule 2.1(i) (collectively, the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (hj) All goodwill, goodwill and going concern value and all other intangible properties related to the Business; (ik) The exclusive All right, title and interest of Seller in and to all prepaid fees, bonds, and deposits for services yet to be performed and relating to any of the Assets or the Business; and (l) Subject to Seller's right to use the name "Reporting Services Associatesinvoice, Inc.", any similar name or derivative thereoffor Seller's account, and any past or present assumed names to collect, without offset, the first One Hundred Thousand and No/100 Dollars ($ 100,000) of the Accounts Receivable in connection with the Business or Seller's use of the Assets September 2003 Card Deck Mailing (the "Seller's NameAccounts Receivable Rights"); and, the Accounts Receivable with respect to such September 2003 Card Deck Mailing

Sale of Assets. Subject to At the terms and conditions set forth Closing (as defined in this AgreementSection 2.1), the Seller agrees to Lessor shall sell, transfer, convey, transfer, assign and deliver to the BuyerLessee (or its designee), and the Buyer agrees to Lessee shall purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including Lessor the following assets (such assets to be referred to herein as together, the "Assets"): (a) All office equipmentall rights, furnitureto the extent assignable or transferable, artworkall licenses, service equipmentcertificates of need, suppliescertificates of exemption, computer hardwarefranchises, data processing equipment, tools accreditations and supplies registrations and other licenses or permits issued in connection with the Business (the "EquipmentLicenses"), including including, without limitation, the Equipment Licenses described on in SCHEDULE 2.1(A1.1(A); (b) All contracts, all documents, franchisesrecords, instrumentsoperating manuals and files, and computer software owned by Lessor or its affiliates, pertaining to or used in connection with the Business, including, without limitation, all patient records, medical records, financial records, equipment records, construction plans and specifications, and medical and administrative libraries, but excluding Lessor's minute books and other written corporate records; (c) the right to use, during the term of the Lease, the name "Lakewood Medical Center" and legally permissible variations thereof; (d) all of Lessor's interest, to the extent assignable or oral transferable by it, in and to those leases set forth on SCHEDULE 1.1(D) (all of such leases being referred to collectively as the "Assumed Leases"); (e) all of Lessor's interest, to the extent assignable or transferable by it, in and to those contracts and agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing set forth in SCHEDULE 1.1(E) (the "Assumed Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct extent beneficial to the continued operation of the Business after the Closing Date (as defined in Section 2.1), any deposits, escrows, prepaid taxes or other advance payments relating to any expenses of the Business, including, without limitation, those items identified in SCHEDULE 1.1(F) (the "Prepaid Expenses"); (g) All all inventories of the Seller's general intangiblessupplies, claimsdrugs, rights of set offfood, rights of recoupment janitorial and office supplies and other proprietary intangibles, licenses disposables and sublicenses granted consumables existing on the Closing Date and obtained with respect thereto, and rights thereunder, which are used in located at the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions Hospital (the "General IntangiblesOperating Inventory"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwillall notes and accounts receivable relating to the Hospital existing on the Closing Date (as hereinafter defined), going concern value whether recorded or unrecorded or assigned for collection, together with the right to have transferred to Lessee, upon Lessor's receipt, all amounts ("Government Patient Receivables") which as of the Closing Date are or may become due from Medicare, Medicaid and other intangible properties related third party payors arising from the rendering of services to patients by the Hospital, billed and unbilled, recorded or unrecorded, which by law or contract may not be assigned, and the right to have transferred to Lessee all amounts which are or may become due to Lessor relating to the Businesssettlement or retroactive adjustments of cost reports filed or to be filed by Lessor; (i) The exclusive right to use all cash and cash equivalents and short-term investments, if any existing on the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names Closing Date; (j) all insurance proceeds in existence on the Closing Date arising in connection with damage to the Business Premises, the Equipment (each as defined in the Lease) or Seller's use of the Assets (as hereinafter defined), but excluding the "Seller's Name")rights under any insurance policies or to any insurance proceeds payable to Lessor in connection with any liability of Lessor that is not an Assumed Liability, which proceeds shall be applied solely to make any necessary repairs or replacements; and (k) all goodwill associated with the foregoing.

Sale of Assets. Subject to At the terms and conditions set forth in this AgreementClosing (as hereinafter defined), the Seller agrees to shall sell, transfer, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to shall purchase from Seller, the following assets and properties: (a) all real property owned by Seller on used in connection with the Closing Dateoperation of the business of the Hospital (the "Business") and which comprises the physical plant of the Hospital (the "Premises"), as more specifically described in Schedule 1.1(a), together with all assets buildings, improvements and fixtures located thereupon and all construction in progress (collectively, the "Real Property"), such Schedule to include a legal description for each such parcel of Real Property owned by Seller; (b) all tangible personal property owned by Seller and used in or derived from connection with the Business and located on Real Property or Leased Property (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office defined herein), including, without limitation, all equipment, furniture, artworkfixtures, service equipmentmachinery, suppliesvehicles, computer hardwareoffice furnishings, data processing equipmentinstruments, tools and supplies leasehold improvements, spare parts, and, to the extent assignable or transferable by Seller, all rights in all warranties of any manufacturer or vendor with respect thereto (collectively, the "EquipmentPersonal Property"), including the Equipment which Personal Property is described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(Bin Schedule 1.1(b); (c) All customer and supplier files and databasesall rights, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business extent legally assignable or transferable, to all licenses or permits issued principally in connection with the Business, certificates of need, certificates of exemption, franchises, accreditations and registrations (collectively, the "Books and RecordsLicenses"), including including, without limitation, the Books and Records Licenses described on SCHEDULE 2.1(Cin Schedule 1.1(c); (d) all of Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, ininterest, to the extent legally assignable or transferable by it, in and under all service marks, trademarks, trade to those real property and assumed names, principally related personal property leases 3 relating to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names also described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andSchedule 1.1

Sale of Assets. (a) Subject to the terms provisions of this Agreement and conditions set forth except for those assets expressly excluded in this Agreementparagraph (b) (the "Excluded Assets"), the Seller agrees to sell, convey, transfer, assign sell and deliver to the Buyer, and the Buyer agrees to purchase from purchase, at the Closing (as defined in Section 1.5 hereto), all of the properties, assets and business of Seller described as follows which are used by the Seller in the manufacture and sale of dyes (the "Business"): all inventory of Seller as agreed upon on the Closing Date, all assets owned by Seller and used in or derived from the Business Inventory Schedule (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(Ahereinafter defined); (bii) All contracts, documents, franchises, instruments, all rights under outstanding purchase orders for inventory which will be listed on the Closing Inventory Schedule; (iii) all vendor and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing customer contracts listed on Schedule 1.1(a)(iii) (the "Assigned Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All all customer and supplier lists, customer records, customer files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally histories related to the Business (the "Books and Customer Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) ; all of Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title goodwill and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally intangible assets related to the Business together with including, without limitation, all trademarks, service marks, trade secrets, product formulations and methods of synthesis (including Azoic formulations and synthesis), brochures, color library, both electronic and paper, and intangible assets necessary or desirable to continue the right to recover for infringement thereonBusiness of Seller, if any excluding data processing or similar services purchased by Seller from Member (the "Intellectual PropertyIntangible Assets"). Seller will change its corporate name from BU, LLC at Closing so that Buyer will have the ability to change its name to BU, LLC; and other marks and/or names described the equipment set forth on SCHEDULE 2.1(E);Schedule 1.1(a)(v) which will be conveyed to Buyer in an "as is" condition, free and clear of all liens and encumbrances. The assets and property of Seller to be sold to and purchased by Buyer under this Agreement are hereinafter sometimes referred to as the "Subject Assets." (fb) All advertising materials and Excluded from the Subject Assets are all other printed or written materials related to the conduct assets of the Business; Seller other than those being sold under subsection (ga) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andabove.

Sale of Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined) each Seller agrees to shall sell, transfer, convey, transfer, assign and deliver or cause to the be sold, transferred, conveyed, assigned and delivered to Buyer, and Buyer shall purchase and assume from Sellers, any and all of the Buyer agrees assets and operations of Sellers associated with the Business. The assets to purchase from be sold and purchased pursuant to this Agreement include the Seller on the Closing Date, all following assets owned by Seller and used in or derived from the Business properties (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein Excluded Assets as the "Assets"hereinafter defined): (a) All office Any and all right, title and interest of Sellers in the propane pipeline system used in connection with the Business, which is more fully described on the attached Schedule l(a) which will be updated if necessary as of the Closing Date (the “Pipeline System”). (b) Any and all right, title and interest of Sellers in certain propane pipeline right-of-way agreements, property use agreements, line rights, real property licenses and easements used in connection with the Business, including, but not limited to, such rights of way or easements that are more fully described on the attached Schedule 1(b) which will be updated if necessary as of the Closing Date (the “Rights of Way”). (c) Any and all right, title and interest of Sellers in the machinery, equipment, furniturevehicles, artworkfittings, service equipmenttools, suppliesspare parts, racks, rectifiers, cathodic protection devices, storage tanks, pumps, engines, pipes, valves, connections, gates, scraper traps and scraper trap extenders, lines, wires, computer hardware, data processing equipmentrolling stock, tools motor vehicles, trailers and supplies all other tangible personal property wherever located used in connection with the Business, including, but not limited to, such items of tangible personal property that are described on the attached Schedule l(c) which will be updated if necessary as of the Closing Date (the "“Equipment"”). (d) Any and all franchise, government licenses, permits, and approvals issued to Sellers in connection with and directly relating to the Business and the Assets, to the extent they are transferable or assignable, including, but not limited to, such permits that are more fully described on the attached Schedule 1(d) which will be updated if necessary as of the Closing Date (the “Permits”). (e) Any and all tariffs and certificates of public convenience granted to Sellers in connection with their operation of the Business, to the extent they are transferable or assignable, including, but not limited to, such certificates of public convenience that are more fully described on the attached Schedule 1(e) which will be updated if necessary as of the Closing Date (the “Certificates of Public Convenience and Tariffs”). (f) Any and all of Sellers’ right, title and interest in the parcels of real property that are located in Gila County, Arizona including, but not limited to, such interests that are more fully described on the attached Schedule l(f) which will be updated if necessary as of the Closing Date (the “Fee Property”). (g) Any and all of Sellers’ right, title and interest in and to any office leases or any other real property leases, leased in connection with the operation of the Business including, but not limited to, such leases that are more fully described on the attached Schedule 1(g) which will be updated if necessary as of the Closing Date (the “Leases” and together with the Rights of Way and Fee Property, the “Real Property”). (h) Any and all of Sellers’ right, title and interest in all structures, fixtures, facilities and appurtenances to the Real Property, including without limitation any buildings, pipelines, valves, fittings, distribution racks, storage tanks and pumping facilities, (collectively, the “Improvements”), including the Equipment described on SCHEDULE 2.1(A);which shall be treated as real property for all purposes of this Agreement. (bi) All contractsAny and all of Sellers’ right, documentstitle and interest in, franchises, instruments, to and other written or oral under Sellers’ contracts and agreements relating to the Business of Seller to which Seller is a party or by which Seller or any operation of the Assets may be bound as well as Business including all distribution and transmission rights, privilegesall operating rights, claims all metering rights and options agreements, all marketing, propane purchase and sale agreements, all propane gas delivery and service agreements with customers, all propane transportation and supply contracts, licenses, franchises, or other contractual rights to the operation of the Business and all other contracts or agreements related to the Business, contracts relating to the foregoing exchange, processing, operating and storage of propane gas, and other contracts and agreements related to the physical existence, development, improvement, leasing or operation of equipment, fixtures, inventory or other property used in connection with the Business, all of which contracts and agreements shall be assigned to and assumed by Buyer, including, but not limited to, such contracts and agreements that are described on the attached Schedule 1(i) which will be updated if necessary as of the Closing (the "“Assumed Contracts"”). (j) Any and all of Sellers’ inventory of propane gas allocated exclusively to the Business, including propane gas located within the Contracts described on SCHEDULE 2.1(Bpipelines and/or in storage tanks as of the Closing Date and propane gas that has been purchased for the Business prior to but not yet delivered to the Business as of the Closing Date (the “Inventory”);. (ck) All customer Any and supplier files and databasesall books of account, customer and supplier lists, accounting and financial records, invoicestariff filings, public utility commission orders, site maps, customer lists and other books and records relating principally exclusively to the Business (the "“Books and Records"of Account”), including the provided Sellers shall be permitted to retain copies of selected Books of Account for its internal use and Records described on SCHEDULE 2.1(C);record keeping requirements. (dl) Seller's Employee files for those Employees actually hired by Buyer;All goodwill associated with the operation of the Business (the “Goodwill”). (em) [INTENTIONALLY OMITTED]. (n) All right, title customer accounts receivable aged thirty (30) days or less as of the Closing Date as set forth in Schedule 1(n) and interest which will be prepared as of Seller, in, the Closing Date (the “Purchased Accounts Receivable”). (o) All prepayments as of the Closing Date as set forth in Schedule 1(o) which will be updated if necessary as of the Closing Date (the “Prepaids”). (p) All rights in and to all trade names and under all service marks, trademarks, trade and assumed names, principally related to trademarks used in the Business together with (specifically excluding the right to recover for infringement thereon, if any name trade name “Energy West”) as more fully set forth in Schedule 1(p) (the "Intellectual Property"“Trade Names”). (q) Any and all computer hardware and communications equipment and internally developed and third party computer software and applications, including associated licenses, as-is user and technical documentation, and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to proprietary information used in the conduct of the Business; (g) , to the extent that the same are transferable. All Schedules attached hereto shall be current as of the Seller's general intangibles, claims, rights date this Agreement is executed. Sellers will provide Buyer with updated Schedules as of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunderthe Closing Date to the extent any information contained in such Schedules is no longer correct or accurately describe the matters disclosed therein. The assets belonging to each Seller shall be separately identified in each Schedule. The foregoing, which (except for the Excluded Assets as defined in §2) are hereafter referred to collectively as the “Assets”, comprise substantially all of the property and assets used in the Businessconduct and operation of the Business of Seller as of the date of this Agreement. At the Closing, Seller shall convey good and remedies against infringements thereof, marketable title to the Assets to Buyer free and rights to protection of interests therein under the laws clear of all jurisdictions (the "General Intangibles"Encumbrances, except for Permitted Encumbrances and except as otherwise specified in Schedule 11(f), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and.

Sale of Assets. Subject Pursuant to the terms and conditions provisions set forth in this Agreement, at the Closing (as defined in Section 3.01 of this Agreement) Seller agrees to shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to shall purchase and acquire from the Seller on the Closing DateSeller, all assets of the assets, properties and rights (other than the Excluded Assets defined below in Section 1.02 of this Agreement) owned by Seller and used or held for use solely in the operation of the Purchased Business of every kind, character and description, whether tangible, intangible, personal or derived from mixed, and wheresoever located, whether carried on the Business books of Seller or not carried on the books of Seller, due to expense, full depreciation or otherwise (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Purchased Assets"):) including, but not limited to: (a) All office all rights, title and interests in, to and under the leased real property (the "Leased Real Property") listed in Schedule 4.05 of the schedules attached to or accompanying this Agreement and any supplement to this Agreement (the "Disclosure Schedules"); (b) all machinery and equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipmentsupplies, tools spare parts, tools, jigs, patterns, trade fixtures, dies, molds, vehicles (whether titled or untitled), furniture, designs and supplies drawings (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B);; 2 (c) All customer cash and supplier files cash equivalents on hand in banks, certificates of deposit, commercial paper and databasessecurities (except for the lockbox account of Seller at First Bank, customer and supplier listsSt. Paul, accounting and financial recordsXxnnesota, invoicesAccount No. 170 2254 7660, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(Cwhich is an Excluded Asset); (d) all accounts and notes receivable (except for Seller's Employee files for those Employees actually hired by Buyerintercompany accounts with affiliates (the "Intercompany Accounts") which are an Excluded Asset); (e) All rightall inventory, raw materials, components, work-in-process, finished goods, service parts and supplies, packaging materials and other similar items (whether new or used) (the "Inventory"); (f) all rights, title and interest of Seller, interests in, to and under all service marksleases of tools, trademarksfurniture, trade machinery, supplies, vehicles, equipment and assumed namesother items of personal property listed in Schedule 4.06 of the Disclosure Schedules; provided, principally related however, that to the Business together extent the assignment of any such lease or any claim or right or any benefit arising under or resulting from such lease(s) shall require the consent of another party, this Agreement shall not constitute an assignment of such lease(s) if an attempted assignment would constitute a breach of such lease(s) and, in lieu of such consent, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer the benefits under, or any claim or right to recover for infringement thereon, if any arising under such lease(s) (the "Intellectual PropertyThird Party Leases"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All all rights in, to and under all contracts, agreements, purchase orders, customer orders and work orders listed in Schedule 4.09 of the Seller's general intangiblesDisclosure Schedules; provided, claimshowever, rights that to the extent the assignment of, or any claim or right or any benefit arising under or resulting from, any such contract, agreement, purchase order, customer order or work order shall require the consent or approval of set offanother party to such contract, rights agreement, purchase order, customer order or work order, this Agreement shall not constitute an assignment, if an attempted assignment would constitute a breach of recoupment and other proprietary intangiblessuch contract, licenses and sublicenses granted and obtained agreement, purchase order, customer order or work order and, in lieu of such consent, Seller shall cooperate with respect theretoBuyer in any reasonable arrangement designed to provide Buyer with the benefits under such contract, and rights agreement, purchase order, customer order or work order, or any claim or right arising thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwillall prepaid expenses, going concern value deposits and other intangible properties related similar items, other than prepaid expenses, deposits and other similar items relating to the BusinessExcluded Assets (as defined in Section 1.02 of this Agreement); (i) The exclusive right to use the name "Reporting Services Associatesextent legally assignable, Inc."all franchises, licenses, permits, certificates, approvals and other governmental authorizations necessary to own or lease and operate the Purchased Assets and to conduct the Purchased Business as it has been conducted by Seller; (j) all of Seller's rights, title and interests in the trade names, trademarks, trademark applications, service marks, service mark applications, copyrights, copyright (k) all books and records including, but not limited to, property records, production records, engineering records, environmental compliance records, purchase and sales records, credit data, personnel and payroll records, accounting records, customer lists, customer records and information, supplier lists, parts lists, manuals, correspondence, files and any similar name items; (l) except for the computer software system of Seller provided by J.D. Xxxxxxx xxx referenced as an Excluded Asset, all computer programs and a copy of the source code and object code of all such programs, together with all additions, modifications, updates and enhancements thereto; all design specifications including, but not limited to, program descriptions, system flow charts, file layouts, report layouts, screen layouts and all other computer program documentation, all user's manuals, training manuals, sales literature and other system and operations documentation relating to such computer programs; (m) all rights, claims and choses in action against third parties including, but not limited to, all rights against suppliers under warranties covering any of the Inventory or derivative thereofEquipment; (n) all stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items; (o) all other tangible and intangible assets of Seller relating solely to the Purchased Business, whether or not carried at value or listed on the books and records of Seller, and any past whether or present assumed names not in connection with the Business possession of Seller or Seller's use of the Assets (the "Seller's Name"); andothers.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreement, the Seller hereby agrees to sellcontribute, conveyassign, transfer, assign transfer and deliver convey to the Buyer, Veraz U.S. and the Buyer Veraz U.S. hereby agrees to purchase acquire and accept from the Seller on the Closing DateSeller, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims Seller’s direct and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All indirect right, title and interest in and to all of the assets of the Businesses listed in this Section 2.1 and the schedules referenced herein (the “Transferred Assets”), the above contribution, assignment, transfer and conveyance being subject only to those liabilities and obligations of the Seller expressly set forth in Section 2.2 (the “Assumed Liabilities”). The Transferred Assets consist of the following assets and properties: 2.1.1 all machinery, equipment, fixtures, furniture, information technology infrastructure and tangible and intangible assets identified on Schedule 2.1.1 attached hereto or otherwise listed on the Fixed Assets itemization, dated September 30, 2002 and incorporated by reference in its entirety herein and all warranty, service or other similar rights related to such assets; 2.1.2 all Contracts identified on Schedule 2.1.2 hereto (the “Assigned Contracts”); 2.1.3 copies of software licensed to the Seller by third parties that, as of the Closing Date, is installed on any computer system contained in the Transferred Assets, 2.1.4 copies or originals of the business records, books, ledgers, plans, correspondence, advertising and promotional materials, marketing materials, studies, reports, equipment repair, maintenance or service records of the Seller, inwhether written or electronically stored or otherwise recorded, to in each case as used in the Businesses and under all service marks, trademarks, trade and assumed names, principally related to the Business together with Transferred Assets for, and relating directly to, their activities prior to the right to recover for infringement thereon, if any Closing (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Materials”); (f) All advertising materials 2.1.5 the Seller’s dealer, distributor, customer, agents and all other printed or written materials representatives lists, in each case as used in the Businesses and related to the conduct Transferred Assets for and relating directly to, their activities prior to the Closing, in each case subject to ECI Telecom’s retained rights to use the information in such lists for ECI Telecom’s on-going businesses; 2.1.6 the permits, licenses, orders, ratings and approvals of all national, local or foreign governmental or regulatory authorities or industrial bodies, to the extent the same are transferable, all as identified on Schedule 2.1.6 hereto, and copies of any respective third-party approvals to such transfers to Veraz U.S.; 2.1.7 all rights of the Business; (g) All Seller to causes of action, lawsuits, judgments, claims and demands of any nature which relate to the Seller's general intangibles, claimsabove-referenced Transferred Assets or constitute counterclaims, rights of set offsetoff, and affirmative defenses to any claims brought against Veraz U.S. by third parties relating to such Transferred Assets (except that Seller reserves its rights with respect to counterclaims, rights of recoupment set-off and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights affirmative defenses to protection of interests therein under the laws of any claims covered by Section 7.7.1(B) hereof., 2.1.8 all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related prepayments made to the Business; (i) The exclusive right Seller for maintenance, warranty service and products to use be performed by or sold by the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names Seller in connection with the Business or Seller's use of VoIP Distribution Business; 2.1.9 all accounts receivable related to the Assets (the "Seller's Name")VoIP Distribution Business; and 2.1.10 all inventories of products related to the VoIP Distribution Business, referenced on Schedule 2.1.10 hereto. 2.1.11 Notwithstanding anything to the contrary herein, the Transferred Assets shall not include any assets related to or used in ECI’s DCME product line that is not used for the marketing, sale, distribution or support of such product line, including, without limitation, all inventory, manufacturing assets and any assets related to or used in the prepaid calling card business.

Sale of Assets. (a) Subject to the terms and conditions set forth in provisions of this Agreement, the Seller agrees to sell, convey, transfer, assign sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on purchase, at the Closing Date(as defined in Section 1.4 hereof), all of the properties, assets owned by and business of Seller of every kind and used in description, tangible and intangible, real, personal or derived from mixed, and wherever located, including, without limitation, the Business following: (other than those specifically excluded under Section 2.2 belowi) including the following all inventory, work-in-progress, finished goods and raw materials (such assets to be referred to herein as collectively, the "AssetsInventory"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (bii) All contractsall machinery, documentsequipment and leasehold and personal property; (iii) all goodwill and intellectual property rights, franchisesincluding trade secrets, instrumentsproprietary information, designs, styles, technologies, inventions, know-how, formulae, processes, procedures, research records, test information, software and software documentation, market surveys, marketing know-how and manufacturing, research and technical information, trade names, copyrights and copyright registrations, service marks and trademarks (including applications and registrations therefor) specifically listed on Schedule 2.14 attached hereto, which such trademarks are all the trademarks needed in connection with Seller's business, patents and patent applications 7 (including, without limitation, the trade names, copyrights and copyright registrations, and other written patents and patent applications described in Schedule 2.14 attached hereto), and all licenses to or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating from third parties with respect to the foregoing or rights related thereto, in each case which is used or held for use in the Seller's business; (iv) all accounts receivable of the Seller's business (the "ContractsReceivables"), including the Contracts described on SCHEDULE 2.1(B); (cv) All customer all of Seller's rights and supplier files interests in and databasesto all orders, customer commitments, contracts and supplier listsagreements it has received or is a party to including, accounting without limitation, the backlog of orders for the sale or lease of products or services for which no revenues have been recognized by Seller and financial records, invoices, any and other books all rights under any proprietary rights agreements and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)non-disclosure agreements; (dvi) all of Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest in and to all franchises, licenses, permits, certifications, approvals and authorizations relating to the business of the Seller; (vii) all cash, cash equivalents, investments and prepaid expenses; and (viii) all other assets and properties of every nature whatsoever tangible and intangible, and wherever located, used or held for use in connection with the Seller's business, including, without limitation, all assets shown or reflected in the Base Balance Sheet (as defined in Section 2.7 hereof) of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment goodwill and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associatesof Seller as all or part of a trade or corporate name. (b) Notwithstanding the foregoing, Inc.", any similar name there shall be excluded from such purchase and sale the following property and assets: (i) Assets and property disposed of since the date of the Base Balance Sheet in the ordinary course of business and such other assets as have been or derivative thereof, and any past or present assumed names in connection with are disposed of as expressly permitted by the Business or terms of this Agreement; and (ii) Seller's use corporate franchise, stock record books, corporate record books containing minutes of the Assets meetings of directors and stockholders and such other records as have to do exclusively with Seller's organization or stock capitalization (collectively, the "Seller's NameCorporate Records"); andprovided, however, that Seller shall provide Buyer prior to the Closing with copies of each of the foregoing, certified by Seller to be true, correct and complete copies. The assets, property and business of Seller to be sold to and purchased by Buyer under this Agreement are hereinafter sometimes referred to as the "Subject Assets," and the assets,

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on as of the Closing Effective Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following assets of Seller (such assets to be collectively referred to herein as the "AssetsASSETS"): (a) All office equipmentcomputer hardware, computer software, fixtures, furniture, artwork, service equipment, office supplies, computer hardware, data processing equipment, tools other supplies and supplies (all other tangible personal property owned or used in connection with the "Equipment"), Business including the Equipment but not limited to that described on SCHEDULE 2.1(A); provided, however, that Buyer shall unilaterally have the right to reject taking title and possession of any of the foregoing as it determines in its sole discretion (collectively, the "TANGIBLE Assets"); (b) All contractsright, documents, franchises, instruments, title and other written or oral agreements relating to interest in the Business of Seller to which Seller is a party or by which Seller or any maintenance and use of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the Domain name/URL "ContractsChurch.com"), including the Contracts described on SCHEDULE 2.1(B);. (c) All Copies of all customer and supplier files suxxxxxx xxles and databases, customer and supplier lists, accounting and financial records, invoicessales records, maintenance and production records, and other books and records relating principally to the Business (the "Books and RecordsBOOKS AND RECORDS"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's All right, title and interest of Seller in, to and under all contracts, leases, documents, instruments, agreements, and other written or oral arrangements, all relating principally to the Business to which the Seller is a party or by which the Seller or the Assets may be bound and all of the Material Agreements as more fully described on SCHEDULE 2.1(D), which Schedule shall be provided to the Buyer by the Seller no later than the Closing, as well as all rights, privileges, deposits, letters of credit, claims, causes of action and options relating or pertaining to the foregoing (the "CONTRACTS"); (e) All technical data, written specifications, work standards, confidential information, price lists and know-how used in connection with the Business; (f) Copies of all Employee files for those Offered Employees actually hired by Buyer; (eg) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business including the name "Christian Speakers & Artists," and "Christian Speakers.com" as more fully described on SCHEDULE 2.1(G) (xxxxxxxxxxxy, the "INTELLECTUAL PROPERTY"), together with the right whatever rights Seller may have to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)any; (fh) All advertising materials and all other printed or written materials related to the conduct of the Business; (gi) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment recoupment, goodwill, patents, inventions, trade secrets and royalty rights and other proprietary intangibles, all telephone numbers, telefax numbers, domain names, urls, and email addresses utilized in the Business, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles")jurisdictions, including the General Intangibles as more fully described on SCHEDULE 2.1(G2.1(I) (collectively, the "GENERAL Intangibles"); (hj) All goodwill, goodwill and going concern value and all other intangible properties related to the Business; (ik) The exclusive right All right, title and interest of Seller in and to use the name "Reporting Services Associatesall prepaid fees, Inc.", any similar name or derivative thereofbonds, and deposits for services yet to be performed and relating to any past or present assumed names in connection with the Business or Seller's use of the Assets (or the "Seller's Name")Business; and (l) All of the Accounts Receivable.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, the at Closing, Seller agrees to shall sell, assign, convey, transfer, assign transfer and deliver to the Buyer, and the Buyer agrees to shall purchase from Seller, the Seller on the Closing DateAssets, free and clear of all assets owned by Seller and used in or derived from the Business (Encumbrances other than those specifically excluded under Section 2.2 below) the Permitted Encumbrances, including the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Real Property owned by Seller; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts")Tangible Personal Property, including the Contracts described on SCHEDULE 2.1(Bthat listed in Schedule 2.01(b); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)all Spares Inventory; (d) Seller's Employee all project-related and other records relating exclusively to the Assets (including equipment records, project plans, documents, historical cost data, catalogs, books, records, files for those Employees actually hired by Buyerand operating manuals); (e) All right, title and interest all interests of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to Seller in the Business together with the right to recover for infringement thereonContracts listed in Schedule 2.01(e), if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Assumed Contracts”); (f) All advertising materials and all other printed or written materials related Permits (including pending approvals) of Governmental Authorities relating solely to the conduct ownership, development and operations of the BusinessBusiness or the Assets, including the Permits described on Schedule 2.01(f), to the extent transferable or assignable under applicable Legal Requirements; (g) All of those rights in and to the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used Intellectual Properties owned or licensed by Seller for use solely in the Business, Business and remedies against infringements thereof, and rights to protection of interests therein under utilized in connection with the laws of all jurisdictions Assets set forth in Schedule 2.01(g) (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G“Assumed Intellectual Properties”); (h) All goodwillsubject to Section 5.09(c), going concern value and other intangible properties related all prepaid expenses relating to the BusinessAssets; (i) The exclusive right any and all claims and causes of action, including privileges related thereto, of Seller or its Affiliates against third parties relating exclusively to use the name "Reporting Services AssociatesAssets, Inc."Assumed Liabilities or the Assumed Contracts, any similar name or derivative thereofif any, including the claims and any past or present assumed names in connection with the Business or Seller's use causes of the Assets (the "Seller's Name"action set forth on Schedule 2.01(i); and (j) copies of all (A) supplier lists (excluding steel suppliers) for the last three (3) fiscal years related to products produced by the Assets and (B) customer lists described in Section 3.20.

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, at the Closing (as defined herein), Seller agrees to shall sell, conveyassign, transfer, assign transfer and deliver to the BuyerNew Sub, and the Buyer agrees to Purchaser shall purchase from the Seller on the Closing DateSeller, all of Seller's right, title and interest in and to all Seller's assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 the Excluded Assets (as defined below) ), including the following assets (such assets to be referred to herein as collectively, the "Purchased Assets"):). The Purchased Assets shall include, but not be limited to, the following: (a) All office equipmentall accounts and other receivables of Seller as of the Closing Date (as defined herein), furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies including but not limited to all accounts receivable to be set forth on Schedule 1.1 (a) hereto (the "EquipmentAccounts Receivable"), including the Equipment described on SCHEDULE 2.1(A); (b) All all cash of Seller as of the Closing Date; (c) all inventory of Seller located at 4201 West Cypress Street, Tampa, Florida 33607, (the "Premises") on hand as xx xxx Xxxxxxx Xxxx, xxx xxxxxxxxx xx Xxxxxx in the possession of a contractor or subcontractor of Seller as of the Closing Date, all inventory of Seller consigned to customers of Seller as of the Closing Date and all inventory of Seller in transit as of the Closing Date pursuant to purchase orders issued by Seller in the ordinary course of business, including but not limited to all inventory which is itemized, accounted for, located and set forth on Schedule 1.1(c) to this Agreement (collectively, the "Inventory"); (d) all machinery, equipment, furniture, trade fixtures, tools, trailers and motor vehicles of Seller, and all supplies (including office supplies), manuals, maintenance and other records pertaining thereto, including those set forth on Schedule 1.1(d) (the "Fixed Assets"); (e) all Seller's rights in, to and under all agreements, contracts, documentsleases, franchises, instruments, license agreements and other written or oral agreements relating to the Business of Seller executory instruments to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, all pending purchase and rights to protection sales orders incurred in the ordinary course of interests therein under the laws of all jurisdictions Business other than Leases (the "General Intangibles"as defined herein), including the General Intangibles described including, but not limited to, those listed on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andSchedule 1.1

Sale of Assets. Subject to the terms and conditions set forth in of this Agreement, the at Closing Seller agrees to shall sell, assign, convey, transfer, assign transfer and deliver to the Buyer, or cause to be sold, assigned, conveyed, transferred and delivered to Buyer, and the Buyer agrees to shall purchase from Seller, the Seller on the Closing DateAssets, free and clear of all assets owned by Seller and used in or derived from the Business (Encumbrances other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as Permitted Encumbrances, including, but not limited to, the "Assets"):following: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (Seller’s interest in the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Real Property; (b) All contractsall equipment, documentsvehicles, franchisesfurniture, instruments, fixtures and furnishings and other written or oral agreements relating to the Business tangible personal property of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described are set forth on SCHEDULE 2.1(BSchedule 2.01(b); (c) All customer all usable supplies and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)inventory of Seller; (d) Seller's Employee all financial, project-related, personnel and other records of the Business (including equipment records, project plans, documents, catalogs, books, records, files for those Employees actually hired by Buyerand operating manuals); (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with extent transferable or assignable, all interests of Seller in the right to recover for infringement thereon, if any contracts listed in Schedule 2.01(e) (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E“Assumed Contracts”); (f) All advertising materials all Permits and all other printed or written materials related approvals (including pending approvals) of Governmental Authorities relating to the conduct ownership, development and operations of the BusinessBusiness or the Assets, including the Permits described on Schedule 2.01(f), to the extent transferable or assignable under applicable Legal Requirements; (g) All to the extent transferable or assignable, all interests of the Seller in and to all Intellectual Properties and all computer software, programs and similar systems (including data and related documentation) owned or licensed by Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described those set forth on SCHEDULE 2.1(GSchedule 2.01(g);; Table of Contents (h) All goodwill, going concern value and other intangible properties related to the BusinessInvestments described on Schedule 2.01(h); (i) The exclusive right general intangibles of the Business, including goodwill; (j) to use the name "Reporting Services Associatesextent transferable or assignable, any and all claims and causes of action, including privileges related thereto, of Seller against third parties relating to the Assumed Liabilities or the Assumed Contracts; (k) all corporate office furniture and equipment, data center hardware and equipment and other assets of Seller wherever located; (l) all security or other deposits relating to, without limitation, the Real Property and any equipment owned or leased by Seller; (m) any prepaid expenses other than those related to Excluded Assets; (n) to the extent held by or available to Seller after Seller’s commercially reasonable inquiry and investigation, all customer lists and sales invoices for the last three fiscal years related to Seller (whether or not such sales were made through Trico, Inc."), whether generated by, or used by, Seller or any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Affiliate of Seller's use ; and (o) all proceeds of the Assets (foregoing and all other property of Seller of every kind, character or description, tangible and intangible, known or unknown, wherever located and whether or not reflected on the "Seller's Name"); andAudited Financial Statements or Interim Financial Statements, or similar to the properties described above except for the Excluded Assets.

Sale of Assets. Subject to At the terms and conditions set forth in this AgreementClosing, the Seller agrees to shall sell, convey, transfer, and irrevocably assign and deliver to the BuyerPurchaser, and Purchaser shall purchase and acquire from Seller, free and clear of any and all Encumbrances (except for Permitted Encumbrances), all of Seller’s right, title and interest in and to the Buyer agrees assets, properties, and rights described below in this Section 1.1, other than any Excluded Assets, to purchase from the extent owned or held by Seller on as of the Closing Date, all assets owned by Seller Date and used primarily in or derived from the Business Concentrates Business, as conducted as of the Closing Date (other than those specifically excluded under Section 2.2 below) including collectively, the following (such assets to be referred to herein as the "“Acquired Assets"):”). (a) All office equipmentall assets primarily related to the Concentrates Business recorded or reflected on the audited consolidated balance sheet of Evoqua Water Technologies Corp. as of September 30, furniture2022 (such balance sheet, artworktogether with all related notes and schedules thereto, service equipment, supplies, computer hardware, data processing equipment, tools and supplies the “Balance Sheet”) (the "Equipment"), including the Equipment described on SCHEDULE 2.1(Aassets such as Contracts to which no value was attributed); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating all assets primarily related to the Concentrates Business acquired by Seller since the date of the Balance Sheet which, had they been held by Seller on such date, would have been recorded or reflected on the Balance Sheet (including assets such as Contracts to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(Bno value would have been attributed); (c) All customer and supplier files and databasesall inventory, customer and supplier listsfinished goods, accounting and financial records, invoicesraw materials, and other books and records relating principally to work in progress used primarily in the Concentrates Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C“Inventory”); (d) Seller's Employee files for those Employees actually hired by Buyerall manufacturing equipment, supplies and other tangible personal property used primarily in the Concentrates Business, including the manufacturing equipment, 155815138v19 supplies and other tangible personal property listed on Disclosure Schedule 1.1(d) (the “Equipment”); (e) All right, title and interest all Contracts of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related Seller primarily relating to the Business together with Concentrates Business, including the right to recover for infringement thereon, if any (the "Intellectual Property"Contracts set forth on Disclosure Schedule 1.1(e), and other marks and/or names described on SCHEDULE 2.1(Ethe portion of the Dividable Contracts primarily relating to the Concentrates Business (which Dividable Contracts shall include the Contract Manufacturing Agreement) (collectively, the “Purchased Contracts”); (f) All advertising materials all U.S. Food and all other printed or written materials related to Drug Administration 510(k) clearances for the conduct of the Concentrates Business; (g) All the Intellectual Property associated primarily with the Concentrates Business as set forth on Disclosure Schedule 1.1(g) (the “Purchased Intellectual Property”); provided, however, for the avoidance of doubt, Seller’s use (prior to Closing) of the Seller's general intangiblesPurchased Intellectual Property in combination with other trademarks, claimscopyrights, trade secrets or other Intellectual Property of Seller does not grant and shall not be interpreted as granting to Purchaser any rights in or to any Intellectual Property of set off, rights Seller or other Excluded Asset by virtue of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used use of such Purchased Intellectual Property in the Business, and remedies against infringements thereof, and rights close proximity to protection such Intellectual Property of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)Seller or Excluded Assets; (h) All goodwilloriginals, going concern value or where not available, copies, of all books and other intangible properties related records in Seller’s possession that primarily relate to the BusinessConcentrates Business or the Acquired Assets, other than books and records set forth in Section 1.2(e) (“Books and Records”); (i) The exclusive right except as set forth in Section 1.2(i) or Section 1.2(j) all rights, Claims and causes of action of Seller against third parties to use the name "Reporting Services Associates, Inc.", any similar name extent arising from or derivative thereof, and any past related to the Acquired Assets or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name")Assumed Liabilities; and (j) all Permits primarily related to the Concentrates Business, to the extent such Permits are assignable or transferable under applicable Law.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign assign, and deliver to the BuyerPurchaser, and the Buyer Purchaser agrees to purchase or accept from the Seller on the Closing DateSeller, all of the following assets owned by Seller and used in or derived Seller, which were acquired from the Business People Solutions, Inc., a Texas corporation, as of May 30, 2006 (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets" or "Intellectual Property"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business all of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All worldwide right, title and interest of Seller, in, to and under all the registered and unregistered domestic and foreign copyrights and copyright applications, service marks, trademarks, trade dress, trademark applications, and assumed trade names, principally related to including without limitation the Business together with the right to recover for infringement thereoncopyright registrations and/or copyright applications and/or copyright rights, if any (the service marks, trademarks, service xxxx and trademark applications and trade names listed on Exhibit "Intellectual Property"), A" annexed hereto and other marks and/or names described on SCHEDULE 2.1(E)incorporated herein by reference; (fb) All advertising materials all formulae, know-how, patent rights, patent applications, letters patents, trade secrets, inventions, models, processes, computer software, object code, source code, computer operating procedures, and all other printed proprietary rights used or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to useful or developed for use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business Assets; (c) all applications for or Seller's use registrations of any of the Assets foregoing items, promotional designs, concepts, literature, and rights against other persons in respect to these items; (d) all rights to xxx for infringement or violation of any such intellectual property comprising the "Seller's Name")Assets, whether arising prior to or subsequent to the date of this Agreement, all rights to collect any damages for past infringements or violations of such rights, and any and all renewals and extensions thereof that may hereafter be secured under the laws now or hereafter in effect in the United States, Canada and in any other jurisdiction, the same to be held and enjoyed by the said Purchaser, its successors and assigns from and after the date hereof as fully and entirely as the same would have been held and enjoyed by the said Seller had this Agreement not been made; and (e) all papers and records (whether in written, digital or other form) presently in or in the future coming into the care, custody, or control of Seller relating to the Assets sold to Purchaser pursuant to this Agreement, including without limitation: blueprints, specifications, software documentation, promotional material and plans and designs relating to the Assets, if any.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreement, at Closing, the Seller agrees to shall sell, convey, transfer, transfer and assign and deliver to the Buyer, and the Buyer agrees to shall purchase from and receive, all of the Seller’s right, title and interest in and to, and all rights of the Seller on {W5975088.1} under express or implied warranties relating to, the Closing Datefollowing assets, free and clear of all assets owned by Seller and used in or derived from the Business Liens (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein Permitted Liens), as the "same may exist at Closing (collectively, the “Assets"):”): Terminal Assets: (a) All office equipmentof the Seller’s right, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools title and supplies (interest in the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Terminal Business operations; (b) All contractsof the Seller’s right, documentstitle and interest in, franchises, instrumentsto, and other written or oral agreements relating to under the Business of Seller to which Seller is a party or by which Seller or any real properties in Springfield, Massachusetts described on Schedule 1.1(b), together with all of the Assets may be bound as well as Seller’s right, title and interest in and to all land, buildings, fixtures, structures, improvements, tanks, racks, parking lots and pipelines and all easements, rights, privileges, claims -of-way and options relating to the foregoing other rights and privileges appurtenant thereto (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B“Real Properties”); (c) All customer of the Seller’s rights in the Petrovend and supplier files and databasesTMS proprietary terminal management equipment, customer and supplier listssystems, accounting and financial records, invoicessoftware licenses (to the extent transferable), and other books transaction reporting hardware (including, without limitation, credit card imprinters or recorders, any non-integrated electronic point-of-sale terminals, terminal transaction software and records relating principally any associated personal computers to the Business (extent they are used in the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(CTerminal Business); (d) Seller's Employee files for those Employees actually hired by BuyerAll furniture, fixtures, equipment, spill containment materials, supplies, vehicles, and other tangible personal property used exclusively in the Terminal Business, including without limitation the items listed on Schedule 1.1(d) (collectively, the “Personal Property”) but excluding any Excluded Assets; (e) All of the Seller’s right, title and interest of Seller, in, to and under all service marks, trademarks, trade the leases and assumed names, principally related to rental agreements used by the Seller in the operation of the Terminal Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described listed on SCHEDULE 2.1(ESchedule 1.1(e); (f) All advertising materials and all other printed or written materials related to To the conduct of extent transferable, the BusinessPermits listed on Schedule 1.1(f) (the “Terminal Permits”); (g) All of The contracts set forth on Schedule 1.1(g), which the Buyer agrees to assume (the “Terminal Contracts”), including, without limitation, the Seller's general intangibles’s: (i) Storage Agreement with Buckeye Energy Services, claimsLLC dated August 1, rights 2016; (ii) Master Agreement for the Purchase and Sale of set offRefined Petroleum Products with Buckeye Energy Services, rights of recoupment LLC dated August 1, 2016; (iii) Transaction Confirmation with Buckeye Energy Services, LLC dated August 1, 2016; (iv) “Transmix tank” Lease Agreement with Buckeye Pipe Line Company, L.P. dated April 22, 1991, as amended; and other proprietary intangibles(v) Pipeline Lease Agreement with Buckeye Pipe Line Company, licenses and sublicenses granted and obtained with respect theretoL.P. dated November 1, and rights thereunder2007 (collectively, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"“Buckeye Contracts”), including the General Intangibles described on SCHEDULE 2.1(G);. (h) All goodwill, going concern value inventories of fuel additive products and other intangible properties related to red dye (the Business;“Additive Inventory”). The Additive Inventory shall be determined in the manner specified in Schedule 1.1(o) attached hereto and as set forth in a detailed calculation certified by the Seller in a certificate delivered at Closing. {W5975088.1} 2 (i) The exclusive right current records and documentation of Seller solely relating to use the name "Reporting Services AssociatesTerminal Business (including, Inc."without limitation, any similar name or derivative thereofall surveys and piping diagrams, if any), other than the Seller’s Records (collectively, the “Terminal Books and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"Records”); and (j) All of the Seller’s goodwill associated with the Terminal Business.

Sale of Assets. Subject to On the terms and conditions set forth in this AgreementClosing Date, the Seller agrees to shall sell, conveydeliver, transfer, assign and deliver convey to the BuyerBuyer by bills of sale and other appropriate instruments of assignment and conveyance, free and clear of all liens, claims, charges, restrictions and encumbrances of any kind, nature and description, and the Buyer agrees to shall purchase from Seller for the Seller on the Closing Dateconsideration herein being provided for, all EP Business assets owned by the Seller and used in or derived from as of the Business (other than those specifically excluded under Section 2.2 below) including Effective Date except as may otherwise be hereinafter expressly excluded, which assets being acquired include the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipmentof Seller's EP Business inventory listed on Schedule 5.1 to this Agreement, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools which includes raw materials and supplies finished products (the "EquipmentInventory"), including the Equipment described on SCHEDULE 2.1(A); (b) All contractsof Seller's equipment, documentsfurniture, franchisesfixtures, instrumentssupplies, machinery, molds, tooling, and other written or oral agreements relating to computers (hardware and software) used by Seller in the operation of its EP Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims listed on Exhibit "A" and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Schedules 17.10 and 17.22 attached hereto; (c) All customer of Seller's transferable executory contracts (excluding employment or employment related fringe benefit agreements), licenses and supplier files and databasespermits, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally related to the Seller's EP Business (the that are listed on Exhibit "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C)B" attached hereto; (d) Seller's Employee files for those Employees actually hired by BuyerThe 0-000-000-0000 telephone number to the extent assignable; (e) All right, title and interest of Seller's computer systems, in, to computer peripherals and under all service marks, trademarks, trade and assumed names, principally related computer software to the extent assignable, historical data, programs, records, and files pertaining to the EP Business together with and located in the right office and manufacturing space to recover for infringement thereon, if any be subleased to Buyer (the "Intellectual PropertyEP Space"), including but not limited to accounting, manufacturing and other marks and/or names described on SCHEDULE 2.1(E)sales information; (f) All advertising materials of Seller's work-in-process, unfilled customer orders (except the "Cogent/Nortel Order" as defined in Paragraph 7.1), proposals, and all other printed or written materials related to the conduct customer inquiries for EP Business as of the BusinessEffective Date; (g) All of the Seller's general intangiblesIntellectual Property and goodwill associated therewith (as defined in Paragraph 17.13) to the extent transferable, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained together with respect thereto, and rights thereunder, which are used in a royalty-free license to use the Business, and remedies against infringements thereof, and rights xxxx "Datakey" pursuant to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G);License Agreement attached hereto as Exhibit C; and (h) All of Seller's other rights, properties, assets, goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associatescustomer lists, Inc."vendor lists, any similar name or derivative thereofsupplier lists, distributor lists, business books, records, technical documents, specifications, mechanical drawings, electrical schematics, bills of material, policies, procedures, and any past or present assumed names in connection with the Business or related information, sales and promotional literature, correspondence and files pertaining to its EP Business, including but not limited to all website files relating to Seller's use of the Assets (the "Seller's Name"); andEP Business.

Sale of Assets. A. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, assign assign, and deliver convey to the Buyer, and the Buyer agrees to purchase acquire from the Seller on Seller, effective at the Closing Date(as defined below), all assets the following assets, properties and rights, and business of Seller associated with the Business and/or used by Seller in the Business, whether owned by Seller and used Seller, CSI, or the shareholders of CSI (the assets described in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be this Paragraph 2.A. are collectively referred to herein as the "Assets"): i. All (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools customer pre-paid deposits for products not delivered and supplies for services not performed (the collectively "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual PropertyDeposits"), and (b) inventories held for sale in the usual course of business, whether in progress or complete (the "Purchased Inventory"). The Deposits and the Purchased Inventory will be as of the closing and will be as set forth in Exhibit 2.A.i. ii. All equipment (used in the Business and not held for sale in the usual course of business), furniture, removable fixtures and leasehold improvements, racks, phone and other marks systems, and other tangible assets owned and/or names described on SCHEDULE 2.1(E);used by Seller in its Business. Exhibit 2.A.ii. sets forth a list of all such items and indicates where applicable, applicable serial number, model, description. iii. All other tangible and intangible properties and rights, including but not limited to: (a) certifications; (b) authorizations; (c) licenses; (d) permits; (e) customer and vendor lists, data, and records, including but not limited to records of prior sales and collection history; (f) All advertising materials all operating records and maintenance schedules and reports, (provided Seller shall not be required to prepare schedules and reports not routinely kept by Seller historically in its operations of the Business); (g) trade secrets; (h) methods of operation and procedures; (i) know-how; (j) work in progress; (k) purchase orders and all related data and files; (l) contract rights, as set forth in Paragraph 3 below; (m) hand and other similar tools; (n) rights to tooling and molds; (o) any registered marks, including all rights associated therewith including but not limited to the right to xxx for past infringements, and all other printed trade names, marks, symbols and the like whether or written materials related not registered; (p) the right to use the existing name, "DSG, Inc." and all rights thereto of Seller and variations thereof, including any d/b/a variations for a period of two years from and after the Closing in all manner deemed necessary by Buyer in Buyer's business operations, including but not limited to the conduct right to license and sub-license business affiliates of the Business; Buyer to use such names; (gq) All of the Seller's general intangiblesall names other than DSG, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are Inc. used in the Business; (r) office and other supplies; (s) phone, facsimile numbers, and remedies against infringements thereofall directory listings, web and rights to protection of interests therein under the laws of similar sites; (t) goodwill; and (u) all jurisdictions (other assets as set forth in the "General Intangibles"Financial Statements" of Seller (as defined below). B. Notwithstanding the foregoing, including it is acknowledged Buyer is not acquiring Seller's assets listed on Exhibit 2.B. C. On the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related last business day prior to the Business; (i) The exclusive right to use the name "Reporting Services AssociatesClosing, Inc."Seller shall provide Buyer Exhibit 2.C., any similar name or derivative thereof, which Exhibit shall set forth a full and any past or present assumed names in connection with the Business or complete list of Seller's use open customer sales orders and vendor open purchase orders as of the Assets (the "Seller's Name"); andsuch date.

Sale of Assets. Subject to the terms and conditions set forth in this Agreementherein, the Seller agrees to shall sell, assign, convey, transfer, assign transfer and deliver set over to the Buyer, and the Buyer agrees shall purchase, assume and accept from Seller, free and clear of any and all liens, claims, encumbrances, liabilities, obligations, security interests and debts except as specifically set forth on Schedules 2 and 4.4 annexed hereto, full and complete title to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following tangible and intangible properties and assets of Seller, wherever located, set forth in the xxxx of sale described below (such assets to be referred to herein as the "Assets"): ): customer lists and customer databases, including names and addresses, supplier lists, including names and addresses, software programs, manuals, documentation and the like, patents, copyrights, trademarks, tradenames, servicemarks, servicenames, programs (aincluding source codes and documentation) All office and other intellectual property of Seller including but not limited to the names Electrified Companies and "American Eagle" as set forth in Schedule 4.8 hereof (the "Intellectual Property") and any derivative thereof, machinery, fixtures, furnishings, equipment, furnitureincluding equipment rented to or on a no fee loan basis (e.g. coffee brewers) and in the possession of Seller's customers, artwork, service equipment, suppliesincluding but not limited to water coolers and containers of all types (specifically excluding therefrom that certain 1990 Jaguar and artwork and other personal items of the Stockholders), computer hardware, data processing equipmentsoftware and peripherals, tools supplies, inventory, accounts receivable and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, rights under contracts and other written or oral agreements relating to the Business of Seller leases to which the Seller is a party or by which Seller or any (specifically excluding therefrom a lease for a certain BMW automobile and the rental deposit of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing $550 therefore) (the "Contracts"). In that connection, including on the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to date of the Business closing of the transactions contemplated herein (the "Books and RecordsClosing"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Seller shall deliver to Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; : (i) The exclusive right a xxxx of sale in the form of Exhibit 1(i) covering the Assets; (ii) all title documents relating to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use all vehicles set forth on Schedule 1(ii) annexed hereto duly endorsed for transfer to Buyer; (iii) assignments of the Assets Intellectual Property; and (iv) assignments of the "Seller's Name"); andContracts and if so required, consent to such assignment from any other party thereto.

Sale of Assets. Subject to At the closing of the transactions contemplated hereby (the “Closing”), and upon the terms and subject to the conditions set forth in of this Agreement, the Seller agrees to Intagio shall sell, convey, transfer, assign and deliver to the BuyerITEX, and the Buyer agrees to ITEX will purchase and acquire from the Seller on the Closing DateIntagio, all assets owned by Seller right, title and used interest of Intagio in or derived from the Business (other than those specifically excluded under Section 2.2 below) including and to the following assets (such assets to be referred to herein as the "“Purchased Assets"”): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies The clients (the "Equipment"), including the Equipment described “Assigned Clients”) listed on SCHEDULE 2.1(A);Exhibit A hereto, (b) All contracts, documents, franchises, instrumentsinsertion orders, and other written or oral media purchase agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "“Assigned Contracts")”) between Intagio and the Assigned Clients, including the Intagio contractual rights and client relationships arising from such Assigned Contracts described on SCHEDULE 2.1(B(excluding those related to Intagio’s “Perfect Escapes” business); (c) All customer trade balances in effect as of the Closing, both deficit and supplier files and databasescredit, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to associated with the Business Assigned Contracts (which balances shall be transferred into the "Books and Records"), including ITEX trading system at the Books and Records described on SCHEDULE 2.1(CClosing); (d) Seller's Employee files for those Employees actually hired by BuyerHistorical transactional data from the Assigned Contracts and associated accounts; (e) All rightCopies of the Assigned Contracts, title if and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related only to the Business together with the right extent to recover for infringement thereon, if any (the "Intellectual Property")which Intagio is in physical possession of, and other marks and/or names described on SCHEDULE 2.1(E);is able to locate copies of, such Assigned Contracts; and (f) All advertising materials and all other printed or written materials related to the conduct Cash Receivables (defined in Section 1.10) as of the Business;Closing Date that arose from the Assigned Contracts and associated accounts. (g) All contractual rights of Intagio to the Advertising Credits listed on Exhibit B hereto; The parties agree to the transfer and conveyance of the Seller's general intangiblesPurchased Assets in intangible form as follows: Immediately following execution of this Agreement by all parties, claimsIntagio shall transfer to ITEX, rights by electronic File Transfer Protocol (FTP) or other reasonable means, account information for the Assigned Accounts through July 31, 2008. Immediately following Closing, Intagio shall transfer to ITEX, by overnight delivery service or other reasonable means, account information for the Assigned Accounts through month-end on July 31, 2008, along with transaction history and related information associated with previously closed commercial accounts for which there are transaction records within the Intagio Trading Network. The Purchased Assets shall be transferred or otherwise conveyed to ITEX free and clear of set offall liabilities, rights of recoupment obligations, liens, security interests, encumbrances and other proprietary intangiblesrestrictions, licenses and sublicenses granted and obtained with respect theretoexcepting only the Assumed Liabilities in Section 1.3, the Assumed Office Lease in Section 1.5, and rights thereunder, which are used the Cash Media Liabilities in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andSection 1.11.

Sale of Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to 1.1 Sellers hereby sell, conveyassign, transfer, assign grant, convey and deliver relinquish exclusively to the BuyerPurchaser, and the Buyer agrees to purchase Purchaser hereby purchases and acquires from the Seller on the Closing DateSellers, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as collectively, the "Assets"):), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever: (a) All office equipmentof Sellers' worldwide right, furnituretitle, artworkand interest in the Site and all tangible and intangible property comprising the Site, including: (i) The domain name and Internet protocol address of the Site; (ii) All of Xxxxxx'x images and pictures displayed at the Site on and prior to the Effective Date; (iii) Title to and possession of all media that constitute all copies and versions of the text and content of the Site, their respective component parts, and all documentation relating thereto; (iv) All copyright interests owned or claimed by either of the Sellers pertaining to the content of the Site, together with any and all other copyright interests relating thereto accruing by reason of U.S. or international copyright conventions (collectively, the "Copyright Interests"); (v) All right, title, and interest of Sellers in and to the inventions, discoveries, improvements, ideas, trade secrets, know-how, confidential information and all other intellectual property owned or claimed by Sellers pertaining to the Site; (vi) All interests owned or claimed by Sellers in the trademarks, service equipmentmarks and trade names listed on SCHEDULE 1.1(a)(vi), suppliestogether with all U.S. and foreign applications and registrations therefor, computer hardwareaccompanied by the goodwill of all business connected with the use of and symbolized by such marks including the right to xxx for, data processing equipmentsettle, tools and supplies or release any past, present, or future infringement thereof or unfair competition involving the same (collectively, the "EquipmentTrademark Interests"); and (vii) All right, including the Equipment described title, and interest, and benefit of Sellers in, to, and under all agreements, contracts, licenses, and leases entered into by Sellers (all such agreements are listed on SCHEDULE 2.1(A1.1(a)(vii);), or having Sellers as a beneficiary, pertaining to the Site. (b) All contractsequipment, documentsbusiness machines, franchisescomputer hardware and software, instruments, tooling and other written fixed assets or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described personal property identified on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and1.1

Sale of Assets. Subject to and upon the terms and conditions set forth in of this -------------- Agreement, at the Seller Closing (as defined in Section 1.9), BLI agrees to sell, assign, convey, transfer, assign transfer and deliver to the BuyerMFC, and the Buyer MFC agrees to purchase from all of the Seller on the Closing Dateproperties, assets, rights, interests and business of BLI of every kind and description, tangible and intangible, real, personal or mixed, and wherever located including, without limitation, all assets owned accounts and notes receivable and any security held by Seller and used in or derived from BLI for the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office payment thereof, equipment, furniture, artwork, service equipmentfurnishings, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all contract rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted permits, intellectual property rights, books, records, accounts and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services AssociatesBusiness Lenders, Inc.," including, without limitation, the items set forth or described on Schedule 1.1.A, free and clear of all claims, liens, mortgages, pledges, -------------- security interests, restrictions and encumbrances ("Encumbrances"), any similar name except for ------------ Permitted Encumbrances (as defined in Section 2.17); excluding only assets set forth or derivative thereofdescribed on Schedule 1.1.B ("Excluded Assets"). The Key Employees and -------------- --------------- Triumph shall use their best efforts to cause BLI to comply with its undertakings, obligations and any past or present assumed names other agreements under this Agreement and to consummate the transactions contemplated thereby. The properties, assets, rights, interests and business of BLI to be sold to and purchased by MFC hereunder are referred to in connection with this Agreement as the Business or Seller's use "Purchased Assets." The ---------------- Purchased Assets and the Excluded Assets constitute all of the Assets (assets which are held or used by BLI in the "Seller's Name"); andconduct of its business as currently conducted.

Sale of Assets. Subject On the Closing Date, and subject to the terms and conditions set forth in of this Agreement, the Seller agrees to Sellers will sell, assign, convey, transfer, assign and deliver to the BuyerPurchaser, and Purchaser will purchase and accept from Sellers, the Buyer agrees to purchase from the Seller on the Closing Date, all assets owned by Seller and used in or derived from the Business following: (other than those specifically excluded under Section 2.2 belowa) including the following assets related to the International Products in the International Territory (such assets to be referred to herein as collectively, the "International Products Assets"): (ai) All office equipmentall of Sellers' right, furnituretitle, artworkand interest in the International Territory in and to the trademarks set forth on SCHEDULE 2.1(A)(I) attached hereto (collectively, service equipmentthe "International Trademarks"), suppliestogether with the goodwill of the business symbolized by the International Trademarks in the International Territory; (ii) all of Sellers' right, computer hardwaretitle, data processing equipmentand interest in the International Territory in and to the Know-How; (iii) all of Sellers' right, tools title, and supplies interest in and to the regulatory approvals, licenses, applications and new drug applications or abbreviated new drug applications and all supplements thereto, all whether existing, pending, withdrawn or in draft form, together with all correspondence to or from Governmental or Regulatory Authorities, for the International Products, including those set forth on SCHEDULE 2.1(A)(III) attached hereto (the "EquipmentInternational Authorizations"), including the Equipment described on SCHEDULE 2.1(A); (biv) All contractssubject to Section 2.6 of this Agreement, documentsthe trade dress and logos, franchisesif any, instrumentsassociated with the International Products in the International Territory, excluding any corporate or division name of Sellers or their Affiliates, any logos of Sellers or their Affiliates, any trademark (other than the International Trademarks or U.S. Trademarks) of Sellers or their Affiliates and other written all NDC numbers of Sellers or oral agreements their Affiliates; (v) the equipment relating to the Business manufacture and/or packaging of Seller AVC and Silvadene set forth on SCHEDULE 2.1(A)(V); (vi) all historic sales data and customer lists (in each case to the extent Sellers are not contractually or otherwise restricted or prohibited from disclosing and/or granting rights therein) and completed marketing and promotional plans and materials (excluding samples of International Products), in each case which relate solely to the International Products; and (vii) all written contracts to which any Seller is a party or by and which Seller or any relate solely to Sellers' manufacture, packaging, marketing, sale and distribution of the Assets may be bound as well as International Products, including, without limitation, all rights, privileges, claims purchase orders and options contracts relating to the foregoing suppliers, distributors, marketing arrangements and manufacturing and supply arrangements, including, but not limited to, those contracts set forth on SCHEDULE 2.1(A)(VII)(A) (the "International Assumed Contracts"), including the Contracts described ) and excluding those contracts set forth on SCHEDULE 2.1(B2.1(A)(VII)(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally . Written descriptions of those International Assumed Contracts involving a payment by or to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used Sellers in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); anda

Sale of Assets. Subject Pursuant to the terms and conditions provisions set forth in this Agreement, at the Seller agrees to Closing (as defined in Section 3.01 of this Agreement) AGI shall sell, convey, transfer, assign assign, and deliver to the BuyerArch Ohio, and the Buyer agrees to Arch Ohio shall purchase and acquire from the Seller on the Closing DateAGI, all assets owned by Seller of the assets, properties, and used in or derived from the Business rights (other than those specifically excluded under the Excluded Assets defined below in Section 2.2 below1.02 of this Agreement) including owned by AGI that are used or held for use in the following operation of the Purchased Business of every kind, character, and description, whether tangible, intangible, personal or mixed, and wheresoever located, whether carried on the books of AGI or not carried on the books of AGI, due to expense, full depreciation, or otherwise (such assets to be referred to herein as the "Purchased Assets"):) including, but not limited to: (aA) All office rights, title, and interests owned or possessed by AGI in, to, and under the real property lease (the "Real Property Lease") listed in Schedule 4.04 of the schedules attached to or accompanying this Agreement and any supplement to this Agreement (the "Schedule" or the "Schedules"); (B) All rights, title, and interests owned or possessed by AGI in and to the fixed assets, machinery, and equipment, computer hardware and software, supplies, spare parts, tools, jigs, patterns, trade fixtures, vehicles (whether titled or untitled), furniture, artworkdesigns, service equipmentand drawings, supplies, computer hardware, data processing equipment, tools and supplies any other such items used in the Purchased Business (the "Equipment"), including including, but not limited to, the Equipment described items listed on SCHEDULE 2.1(ASchedule 1.01(B); (bC) All contractsinventory, documentsraw materials, franchisescomponents, instrumentswork-in-process, finished goods, service parts and supplies, packaging materials, and other written similar items (whether new or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing used) (the "ContractsInventory"), including the Contracts described on SCHEDULE 2.1(B); (cD) All customer rights, title, and supplier files interests in, to, and databasesunder all leases of tools, customer and supplier listsfurniture, accounting and financial recordsmachinery, invoicessupplies, vehicles, equipment, and other books and records relating principally items of personal property listed in Schedule 4.05; provided, however, that to the Business (extent the "Books and Records")assignment of any such lease or any claim or right or any benefit arising under or resulting from such lease(s) shall require the consent of another party, including this Agreement shall not constitute an assignment of such lease(s) if an attempted assignment would constitute a breach of such lease(s) and, in lieu of such consent, AGI shall cooperate with Arch Ohio in any reasonable arrangement designed to provide Arch Ohio the Books and Records described on SCHEDULE 2.1(Cbenefits under, or any claim or right arising under, such lease(s); (dE) Seller's Employee files for All rights in, to, and under all contracts, agreements, purchase orders, customer orders, and work orders of AGI, including, but not limited to, those Employees actually hired by Buyerlisted in Schedule 4.06(A); provided, however, that to the extent the assignment of, or any claim or right or any benefit arising under or resulting from, any such contract, agreement, purchase order, customer order or work order shall require the consent or approval of another party to such contract, agreement, purchase order, customer order or work order, this Agreement shall not constitute an assignment, if an attempted assignment would constitute a breach of such contract, agreement, purchase order, customer order or work order and, in lieu of such consent, AGI shall cooperate with Arch Ohio in any reasonable arrangement designed to provide Arch Ohio with the benefits under such contract, agreement, purchase order, customer order, or work order, or any claim or right arising thereunder; (eF) All prepaid expenses and other similar items, other than items relating to the Excluded Assets (as defined in Section 1.02 of this Agreement); (G) To the extent legally assignable, all franchises, licenses, permits, certificates, approvals, and other governmental authorizations necessary to own or lease and operate the Purchased Assets and to conduct the Purchased Business as it has been conducted by AGI; (H) All of AGI's rights, title, and interests in the inventions, trade secrets, know-how, business plans and strategies, proprietary processes and formulae, databases, telephone numbers, and all other proprietary technical information, whether patentable or unpatentable, related to the products, services, and operations of the Purchased Business as presently conducted; (I) The books and records of AGI relating to the Purchased Business, including, but not limited to, property records, production records, engineering records, environmental compliance records, customer lists, customer records and information, supplier lists, parts lists, manuals, correspondence, files, and any similar items; (J) All rights, claims, and choses in action against third parties including, but not limited to, all rights against suppliers under warranties covering any of the Inventory or Equipment; (K) All stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials, and any similar items; (L) All Sumiglass Deposits (hereinafter defined); (M) All of AGI's right, title and interest of Sellerin patents, intrademarks, to trademark registrations, trade names (including, without limitation, the names "American Glassmith" and under all "Sumiglass"), service marks, trademarkscopyrights and copyright registrations, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related intellectual property and proprietary information of AGI; and (N) All other tangible and intangible assets owned by AGI relating to the conduct Purchased Business, whether or not carried at value or listed on the books and records of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect theretoAGI, and rights thereunder, which are used whether or not in the Business, and remedies against infringements thereof, and rights to protection possession of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name AGI or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); andothers.

Sale of Assets. Subject to the terms and conditions set forth -------------- in this AgreementAgreement (and except for the assets excluded as provided in Section 1.2 ----------- hereof), the Seller agrees to shall sell, convey, transfer, assign and deliver to newly-formed subsidiaries of Buyer (the Buyer"Company" and the "U.S. Subsidiary") as described in Section 1.3, and Buyer shall cause the Buyer agrees Company and U.S. Subsidiary to purchase from ----------- all of Seller's right of title and interest in and to the Seller on Business and the Closing Date, all assets (the "Purchased Assets") owned by Seller and or used in or derived from the Business as a going concern as of the Effective Time (other than those specifically excluded under Section 2.2 belowas hereinafter defined) including including, but not limited to, the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipmentof Seller's cash, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools cash equivalents and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)prepaid expenses; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to of Seller's accounts receivable except for the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing accounts receivable described in Section 1.2(b) (the "ContractsAccounts Receivable"), including the Contracts described on SCHEDULE 2.1(B);; -------------- (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to tangible personal property of all kinds owned by Seller or used in the Business (the "Books Personal Property") including all of the furniture and Recordsfixtures, leasehold improvements, molds and tooling (the "), including the Books Molds") and Records described equipment listed on SCHEDULE 2.1(C);Schedule 1.1(c) attached hereto; --------------- (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All rightThe patents, title and interest of Seller, in, to and under all service markscopyrights, trademarks, tradenames, logos, patterns, designs, goodwill, customer lists, trade secrets, know how, proprietary rights and assumed names, principally related to other intellectual property rights owned by Seller or used in the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), including the Intellectual Property listed on Schedule 1.1(d) attached hereto; --------------- (e) All forms and other marks and/or names described supplies and expendables on SCHEDULE 2.1(Eorder or on hand (the "Supplies"); (f) All advertising materials of Seller's existing contract rights, commitments, purchase orders and all other printed or written materials related sales orders relating to the conduct of Business and disclosed to Buyer under Section 4.18 hereof as updated pursuant to Section 5.10 (the Business"Assigned ------------ ------------ Contracts"); (g) All of the Seller's general intangibles's, claimsfranchises, rights licenses, registrations, files, papers, books of set offaccount, rights sales and marketing records, personnel files and all other books and records and files of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related any kind or description relating to the Business; (ih) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets finished goods, work in process and parts inventory (the "Seller's NamePurchased Inventory"); and (i) All of Seller's rights in and to the claims in the lawsuit by Delta Play against Prime Play Systems, Inc., Xxxxx Xxxxxxx, Xxxxxx Xxxx and others (the "Infringement Lawsuit"). The Purchased Assets shall include all of Seller's assets described above and reflected in Seller's financial statements for the year ended March 31, 1997, and any such assets acquired thereafter and prior to the Closing (as hereinafter defined) except for inventory transferred or disposed of in the ordinary course of business after such date or described in Section 1.2. -----------

Sale of Assets. Subject On and subject to the terms and conditions set forth in of this Agreement, at the closing of the transactions contemplated hereby (the “Closing”), Seller agrees to shall sell, assign, transfer, convey, transfer, assign and deliver to the BuyerPurchaser, free and clear of all Liens, and the Buyer agrees to Purchaser shall purchase from the Seller on the Closing DateSeller, all assets owned by Seller of its assets, properties and used in rights of whatever kind, tangible and intangible, whether accrued, contingent or derived from the Business (otherwise, other than those specifically excluded under Section 2.2 below) including the following Excluded Assets (such assets to be referred to herein as collectively, the "“Purchased Assets"): (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"”), including the Equipment described on SCHEDULE 2.1(Afollowing Purchased Assets: (i) all computer hardware, furniture, furnishings, signage, vehicles, equipment, machinery, tooling, parts and other tangible personal property; (ii) all rights under or related to any Contract to which such Seller is a party (the “Included Contracts”); provided that in the event any Contract of such Seller is identified following the Closing that is required to be disclosed in Section 3.12(a) of the Disclosure Schedule, but is not so disclosed, Purchaser may at its sole discretion elect to exclude such Contract from the Purchased Assets in accordance with Section 1.1(b)(iii); (biii) All contractsall rights under or related to non-competition, documents, franchises, instrumentsnon-solicitation and restrictive covenant agreements and arrangements, and other written all invention assignments and work made for hire provisions regarding such Seller arising by operation of Law or oral agreements relating contract with respect to the Business of relationship between such Seller to which Seller is a party or by which Seller or and any of its current or former employees or independent contractors; (iv) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in complete written Contracts; (v) all Owned Intellectual Property now in existence or under development, including all licenses and rights of use or practice relating thereto, and all goodwill represented thereby and pertaining thereto; (vi) all credits, prepaid expenses, deferred charges, advance payments, security deposits and other prepaid items; (vii) all telephone numbers, facsimile numbers, websites, email addresses, domain names and any similar items; (viii) all instruments and inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories; (ix) all notes receivable, accounts receivable and other receivables (in all cases, whether or not billed) and all accrued penalties and interest thereon, and the Assets may be bound as well as benefit of any security therefor; (x) all rightsBooks and Records; (xi) to the extent their transfer is permitted by applicable Law, privilegesall Permits, including all applications therefor; (xii) all causes of action, lawsuits, claims and options relating demands of any nature available to or being pursued by such Seller with respect to the foregoing (Purchased Assets or the "Contracts"), including the Contracts described on SCHEDULE 2.1(B);Assumed Liabilities; and (cxiii) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of the Assets (the "Seller's Name"); and.

Sale of Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, convey, transfer, deliver and assign and deliver to the BuyerPurchaser, and the Buyer Purchaser agrees to purchase from the Seller purchase, on the Closing DateDate (as hereinafter defined), all assets owned of the Seller's tangible and intangible assets, rights, interests and properties of every kind, wherever located and by whomever possessed, to the extent used by the Seller in and used in or derived from material to the conduct of the Commercial Business (as currently and, with respect to the current business lines of the Commercial Business, historically, conducted), other than those specifically excluded under Retained Assets (as defined in Section 2.2 below) including 1.2 hereof), as the following same may exist on the Closing Date (such assets to be referred to herein as the "Assets"):). The Asset include, without limitation, the following: (a) All office equipment, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools the Commercial Business as a going concern and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)goodwill pertaining thereto; (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating all customer lists to the Business of Seller to which Seller is a party or by which Seller or any of extent utilized in the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Commercial Business; (c) All customer all rights of the Seller, its successors and supplier files assigns under all license, sublicense, service, development, maintenance and databasessupport agreements (whether related to computer software, customer hardware or both), between the Seller and supplier listsany licensee, accounting and financial records, invoices, and other books and records relating principally to sublicensee or user ("End-Users") of the products or services of the Commercial Business (collectively, the "Books and RecordsEnd- User Agreements"), including the Books and Records described on SCHEDULE 2.1(C); (d) all rights of the Seller's Employee files for those Employees actually hired , its successors and assigns under all distribution, resale, business partner and like agreements between the Seller and any reseller or distributor ("Resellers") of the software products sold, licensed or supported by Buyerthe Commercial Business to the extent related to the software products of the Commercial Business (collectively, "Reseller Agreements"); (e) All rightsubject to Sections 1.7 and 1.8, title all source-codes, object-codes, manuals and interest of Sellerother documentation and materials (whether or not in written form) and all versions thereof, intogether with all other patents, to and under all licenses, trademarks, service marks, trademarkstradenames (whether registered or unregistered), trade copyrights, proprietary computer software, proprietary inventions, proprietary technology, technical information, discoveries, designs, proprietary rights and assumed namesnon-public information, principally related to the Business together with the right to recover for infringement thereonwhether or not patentable, if any in each case, listed on Schedule 1.1(e) hereto (collectively, the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials all accounts and all other printed or written materials related to the conduct receivables of the BusinessCommercial Business (the "Accounts Receivable"); (g) All all items of equipment (including, but not limited to, the Seller's general intangiblestelephone handsets, claimsconferencing units and telephone switch located and/or installed at the premises located at 000 Xxxxx Xxxxxx, rights of set offNeedham, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions Massachusetts (the "General IntangiblesTelephone Equipment")), including machinery, furniture or fixtures: (i) listed on Schedule 1.1(g) hereto; and/or (ii) used solely or exclusively by the General Intangibles described on SCHEDULE 2.1(GSeller in connection with the operation of the Commercial Business (except for other casual or de minimis uses) (collectively, the "Equipment"); (h) All goodwill, going concern value and other intangible properties related to the Business; (i) The exclusive right to use the name "Reporting Services Associates, Inc.", any similar name or derivative thereof, and any past or present assumed names in connection with the Business or Seller's use of rights under the Assets (the "Seller's Name"); andequipment leases described on Schedule 1.1

Sale of Assets. (a) Subject to the terms and conditions set forth in provisions of this Agreement, at the Closing (as defined in Section 1.4 hereof) Seller agrees to shall sell, conveytransfer and assign to Buyer and Buyer shall acquire all right, transfertitle and interest in and to (1) the name "Medical Education Systems" and all related and associated logos and trademarks and all licenses to or from third parties with respect thereto (2) all of the goodwill of the Business and (3) all of the properties, assign assets and deliver to the Buyer, and the Buyer agrees to purchase from the business of Seller on the Closing Date, all assets owned by Seller and used or held for use in or derived from the Business (other than those specifically excluded under except as hereinafter provided in Section 2.2 below1.1(b)) of every kind and description, tangible and intangible, real, personal or mixed, and wherever located, including without limitation, the following following: (such assets to be referred to herein as i) all goodwill and intellectual property rights, including trade secrets, proprietary information, designs, styles, technologies, inventions, know-how, formulae, processes, procedures, research records, test information, software and software documentation, source and object code, algorithms, promotional materials, customer lists, supplier and dealer lists, market surveys, marketing know-how and manufacturing, research and technical information, trade names, copyrights and copyright registrations, service marks and trademarks (including applications and registrations therefor), patents and patent applications (including without limitation the "Assets"):trade names, copyrights and copyright registrations, service xxxx and trademark registrations and applications and patents and patent applications described in Schedule 1.1 (a) All office equipment(i) attached hereto), furnitureand all ------------------ licenses to or from third parties with respect to the foregoing or rights related thereto, artworkin each case which is used or held for use in the Business, service equipmentand all documentation and media constituting, suppliesdescribing or relating to the foregoing, computer hardwareincluding without limitation, data processing equipmentmanuals, tools memoranda and supplies records (collectively, the "EquipmentIntellectual Property Rights"), including the Equipment described on SCHEDULE 2.1(A); (bii) All contractsall accounts receivable of the Business, documentsall of which are listed on Schedule 1.1(a)(ii) attached hereto (the "Receivables"); ------------------- (iii) all cash and bank deposits of Seller, franchises, instruments, all of which are listed on Schedule 1.1(a) (iii); --------------------- (iv) all of Seller's rights and other written or oral agreements relating interests in and to the Business of Seller to which Seller is a party or by which Seller or any orders, commitments, contracts and agreements of the Assets may be bound as well as Business, all rights, privileges, claims and options relating to the foregoing of which are listed on Schedule 1.1(a)(iv) attached hereto (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B);; ------------------- (cv) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) all of Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Sellerin and to all franchises, inlicenses, to permits, certifications, approvals, accreditations and under all service marks, trademarks, trade and assumed names, principally related authorizations relating to the Business together with the right to recover for infringement thereonBusiness, if any all of which are listed on Schedule 1.1(a)(v) attached hereto (the "Intellectual PropertyCertificates"); ------------------ (vi) all of Seller's inventory, stock in trade, work-in-progress, finished goods and other marks and/or names described raw materials as set forth on SCHEDULE 2.1(ESchedule 1.1(a)(vi) (collectively, the "Inventory"); (fvii) All advertising materials all of Seller's equipment, tools, spare parts, fixtures and all other printed or written materials tangible assets related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are or used in connection with the Business, and remedies against infringements thereofall of which of value over $250 are listed on Schedule 1.1(a)(vii) attached -------------------- hereto (collectively, and rights to protection of interests therein under the laws of all jurisdictions (the "General IntangiblesEquipment"), including the General Intangibles described on SCHEDULE 2.1(G); (hviii) All goodwillall other assets and properties of every nature whatsoever tangible and intangible, going concern value and other intangible properties related wherever located, used or held for use in connection with the Business, including without limitation, rights under contracts or agreements with representatives marketing and selling the products and services of the Business, copies of customer lists, customer records and histories, customer invoices, lists of suppliers and vendors and all records relating thereto, market research information, advertising matter, catalogues, photographs, sales materials, purchasing materials, files, data, media materials and all records with respect to the Business;. The assets, property and business of Seller being sold to and purchased by Buyer under this Section 1.1(a) are hereinafter sometimes referred to as "Subject Assets." (b) Notwithstanding the foregoing, there shall be excluded from such purchase and sale the following property and assets of Seller: (i) The exclusive right to use the name "Reporting Services AssociatesSeller's corporate franchise, Inc.", any similar name or derivative thereofstock record books, and any past or present assumed names in connection with the Business or Seller's use corporate record books containing minutes of the Assets meetings of directors and stockholders (collectively, the "Seller's NameCorporate Records"); and; (iii) the consideration delivered by Buyer to Seller pursuant to Section 1.3 of this Agreement. The assets, property and business of Seller which are excluded from the Subject Assets under this Section 1.1(b) are hereinafter referred to as the "Excluded Assets."

Sale of Assets. Subject to Upon the terms and subject to the satisfaction of the conditions set forth contained in this AgreementAgreement and except as otherwise provided in Section 2.2, at the Closing Seller agrees to will grant, sell, assign, convey, transfer, assign transfer and deliver to the Buyer, and Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except Permitted Encumbrances) all of Seller's right, title and interest in and to all of the Buyer agrees to purchase from assets (other than Excluded Assets) constituting or used in the Seller Business, including those assets described below, each as in existence on the Closing DateDate (collectively, all assets owned by Seller and used in or derived from the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Purchased Assets"): (a) All office equipmentthe business and operations of the Business as a going concern and all of Seller's goodwill related to the Business, furnitureincluding, artworkwithout limitation, service equipmentall customer and supplier lists, suppliesall sales, computer hardwaremarketing and other records, data processing equipmenttechnical information and all files and correspondence, tools and supplies (in whatever form, of the "Equipment"), including the Equipment described on SCHEDULE 2.1(A)Business; (b) All contracts, documents, franchises, instruments, all Accounts Receivable and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Inventory; (c) All customer all machinery, equipment (including computer hardware, software and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, telephones and other books communications equipment), vehicles, tools, dies, fixtures, spare parts, furniture and records relating principally to furnishings and other personal property, wherever located, used in the Business (operation of the "Books and Records")Business, whether currently in use or idle, including the Books and Records described on SCHEDULE 2.1(Citems of personal property included in Schedule 2.1(c) (collectively, "Tangible Personal Property"); (d) subject to the provisions of Section 6.4(c), all contracts, agreements, sales orders, purchase orders, licenses and leases relating to the Business (collectively, "Seller's Employee files for those Employees actually hired by BuyerAgreements") set forth in Schedule 2.1(d) and other purchase and sales orders and other agreements entered into in the ordinary course of business of the Business and not required to be listed on Schedule 2.1(d); (e) All rightall Permits and Environmental Permits that may be transferred to Buyer without a filing with, title notice to, consent or approval of any Governmental Authority, including those set forth on Schedule 2.1(e) (the "Transferable Permits"); (f) all books, operating records, operating, safety and interest maintenance manuals, inspection reports, engineering design plans, documents, blueprints, specifications, procedures and similar items of Seller, inwherever located, relating primarily to the Business or the Purchased Assets (and under all service marks, trademarks, trade and assumed names, principally copies of such other documents related to the Business together or the Purchased Assets that are reasonably requested by Buyer, including, to the extent not otherwise prohibited by law, copies of all confidential employment records and files of the New Employees, which are hereby requested); (g) all express and implied warranties and guarantees from third parties with respect to any property constituting part of the right Purchased Assets; (h) all rights under any patent, trademark, service xxxx, logo, tradename, copyright or invention, technology, method, formulation, know-how and other intellectual property owned by Seller (i) now, or at any prior date, used in the Business and (ii) to recover the extent Seller presently has any rights therein, whether registered or unregistered, and all pending applications for infringement thereonregistrations therefor, if any including those as set forth in Schedule 2.1(h) (collectively, the "Intellectual Property"), . (i) rights of Seller under any liability insurance policies now or heretofore in effect to the extent any claim is made against Buyer with respect to liabilities and other marks and/or names described obligations of Seller that are not Assumed Liabilities and Obligations (subject to such required consents as may be listed on SCHEDULE 2.1(ESchedule 4.3); (fj) All advertising materials and all other printed rights or written materials related to the conduct of the Business; (g) All of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used choses in the Business, and remedies action against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G); (h) All goodwill, going concern value and other intangible properties related third parties relating to the Business; (ik) The exclusive right to use the name "Reporting Services AssociatesGALHRIS, Inc."Dell Poweredge 4100, any similar name or derivative thereofGALSQL1, Dell Poweredge 6100 and any past or present assumed names GALWORK, Dell Poweredge 4200 servers; and (l) those Shared Assets listed in connection with the Business or Seller's use Schedule 2.1 (1) which are specifically designated as part of the Assets (the "Seller's Name"); andPurchased Assets.

Sale of Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Seller shall, on the Seller agrees to sellClosing Date (as hereinafter defined), convey, sell, transfer, assign and deliver to the BuyerPurchaser, and the Buyer agrees to Purchaser shall purchase from the Seller on the Closing DateSeller, all of Seller's right, title and interest in all of the assets owned by Seller of Seller, whether constituting real or personal, tangible or intangible property, and used whether or not in the possession or derived from the Business (other than those specifically excluded under Section 2.2 below) control of Seller, including without limitation the following (such assets to be hereinafter collectively referred to herein as the "Assets"):), except for any such assets which constitute "Excluded Property" as hereinafter defined: (a) All office equipmentThe goodwill and any and all slogans, furnituretrademarks, artworkor trade names used by Seller in connection with the Business, service equipmentincluding but not limited to the names listed in Schedule 1(a) annexed hereto, suppliesand all customer lists, computer hardwarebooks, data processing equipment, tools records and supplies correspondence relating to the present and former customers of the Business (such customers hereinafter sometimes referred to as the "EquipmentCustomers"), including the Equipment described on SCHEDULE 2.1(A);. (b) All contractsfiles, documentspapers, franchisesbooks, instrumentsrecords, sales and other written advertising materials and records, technical and user manuals, sales and purchase correspondence, permits, licenses, certificates of any governmental body and quotations affecting or oral agreements relating pertaining to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts")Business, including the Contracts described on SCHEDULE 2.1(B);but not limited to employee records of Seller. (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"), including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Sellerthe Seller in any licenses and commercially practiced patents, in, to and under all service markscopyrights, trademarks, trade trademark registration applications (including all reissues, divisions, continuations and assumed namesextensions thereof), principally related patent applications and patent disclosures docketed, if any, relating to the Business together with Business. (d) All right, title and interest of the right Seller to recover for infringement thereonall intellectual property rights and proprietary expertise, if any (the "Intellectual Property")including, without limitation, proprietary information, technical and technological data, know-how, processes, invention conception memoranda, manufacturing and engineering data, computer programs, and other marks and/or names described on SCHEDULE 2.1(E);trade secrets, relating to the Business. (e) All permits, authorizations, approvals or indicia of authority to conduct the Business which were issued by any local, state, federal or foreign governmental agency. (f) All advertising materials right, title and all other printed or written materials related interest of Seller to the conduct purchase orders and sales or purchase commitments of Seller relating to the Business;, a true and correct list of which is attached as Schedule 1(f) hereto, and Seller's rights in any other contracts intended to be assumed by Purchaser hereunder, which contracts are all listed and briefly described in Schedule 1(f) hereto (such purchase orders and sales or purchase commitments and other agreements hereinafter collectively referred to as the "Assumed Contracts"). (g) All right, title and interest of the Seller's general intangiblesSeller to its vehicles, claimsmachinery, rights of set offtools, rights of recoupment and other proprietary intangiblesequipment, licenses and sublicenses granted and obtained with respect theretofurniture, office equipment, leasehold improvements, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights fixtures wherever located (hereinafter collectively referred to protection of interests therein under the laws of all jurisdictions (as the "General IntangiblesTangible Property"), including including, without limitation, those items listed on Schedule 1(g) hereto. Not included in "Tangible Property" are leasehold improvements and fixtures of such a type as are ordinarily considered to remain with the General Intangibles described on SCHEDULE 2.1(G);premises upon the expiration of a lease, such as electrical, plumbing, and heating and air conditioning systems, all of which Seller has indicated are the property of its landlord and not the property of Seller. (h) All goodwillright, going concern value title and other intangible properties related interest of Seller to its inventory existing as of the Business;close of business on the day before the Closing Date, including without limitation inventory of spare parts for machinery and equipment, inventory of purchased materials for use in assembling its products, inventory of finished goods and work-in-process (hereinafter collectively referred to as the "Inventory"). (i) The exclusive right All right, title and interest of Seller to use its trade and other accounts receivable, including unbilled receivables, existing as of the name close of business on the day before the Closing Date (hereinafter collectively referred to as the "Reporting Services AssociatesReceivables"), Inc.an up-to-date listing of which will be provided to Purchaser on the Closing Date. (j) All right, title and interest of Seller to its prepaid expenses, except for any such items not usable by Purchaser after the Closing Date (i.e., prepaid taxes, prepaid expenses relating to employee benefit plans). (k) All right, title and interest of Seller to its cash-on-hand and marketable securities existing as of the close of business on the day before the Closing Date whether or not held in one or more accounts with financial institutions on such date, including any pettx xxxh on hand and any undeposited payments from customers. Specifically excluded from the definition of ", any similar name Assets" for purposes of this Section 1 are Seller's prepaid or derivative thereofdeferred taxes, and any past or present assumed names in connection with the Business or Seller's use of the Assets ____________________(the "Seller's NameExcluded Assets"); and.

Sale of Assets. Subject At the Closing, Seller shall sell to the terms Buyer, free and conditions set forth in this Agreementclear of all security interests, the Seller agrees to sellencumbrances, convey, restrictions on transfer, assign and deliver to the Buyeror adverse claims, and the Buyer agrees to purchase shall buy from the Seller on the Closing DateSeller, all of Seller's right, title and interest in the assets owned by Seller and used in in, or derived from necessary for the Business (other than those specifically excluded under Section 2.2 below) including the following (such assets to be referred to herein as the "Assets"): (a) All office equipmentoperation of, furniture, artwork, service equipment, supplies, computer hardware, data processing equipment, tools and supplies (the "Equipment"), including the Equipment described on SCHEDULE 2.1(A); (b) All contracts, documents, franchises, instruments, and other written or oral agreements relating to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B); (c) All customer and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books Assets") including, without limitation, the following: (a) all notes and Records")other accounts receivable, including the Books and Records described on SCHEDULE 2.1(C); (d) Seller's Employee files for those Employees actually hired by Buyer; (e) All right, title and interest of Seller, in, to and under all service marks, trademarks, trade and assumed names, principally related to the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E); (f) All advertising materials and all other printed or written materials related negotiable instruments and rights to receive payment generated in the conduct of the Business; (gb) All all cash, cash equivalents, bank accounts and deposits; (c) all furniture, fixtures, computer and office equipment, demonstration equipment, office supplies and other tangible property; (d) all real property and all leasehold interests created by all leases of real property under which Seller is a lessee or lessor; (e) all lists of members and content contributors to Seller; (f) all of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are hardware relating to or used in connection with the Business, any related documentation and remedies against infringements thereofuser materials, and Seller's rights under all related warranties; (g) Seller's entire right, title and interest to protection of interests therein under the laws of all jurisdictions (third party software licensed by Seller relating to or used in connection with the "General Intangibles")Business, including the General Intangibles described on SCHEDULE 2.1(G)any related documentation and user materials, and Seller's rights under all related warranties; (h) All goodwillall of the technical data and know-how, going concern value including, without limitation, research, product plans, markets, developments, inventions, discoveries, processes, formulas, algorithms, technology, designs, drawings, and other intangible properties related to business strategies, used in and material to, or necessary for the operation of, the Business; (i) The exclusive right to use all of the name "Reporting Services Associatestrademarks, Inc.", any similar name or derivative thereofservice marks, and any past trade names (including registrations, licenses, and applications to register pertaining thereto) used to identify the Business and/or its goods or present assumed services; (j) all patents and copyrights (including registrations, licenses, and applications to register pertaining thereto), and all other intellectual property rights, trade secrets, and other proprietary information, processes, and formulas used in the Business; (k) all goodwill of the Business as a going concern; all goodwill associated with the trademarks, service marks and trade names relating to or used in connection with the Business or Business; (l) Seller's use entire right, title and interest in, to and under all contracts, agreements, licenses, permits (other than Seller's postal permit), arrangements, permissions and other commitments and arrangements, oral or written, with any person or entity (including legal authorities) with respect to the Business; (m) all rights of Seller under express or implied warranties from suppliers or contractors with respect to the Assets; (n) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind arising out of the Assets or the Business; (o) all existing business and marketing records of the "Seller's Name")Business, including accounting and operating records, asset ledgers, budgets, databases, customer lists, event calendars, employment and consulting agreements, supplier lists, information and data respecting leased or owned equipment, files, books, correspondence and mailing lists, creative, promotional and advertising materials and brochures, and other business records; and (p) all media, including without limitation disks, tapes and CDs, and other tangible property necessary for the transfer of the Assets from Seller to Buyer pursuant to the terms and conditions of this Agreement. Without limitation of the foregoing, or the definition of "Assets" contained herein, Schedule 1.2 hereto sets forth a description of specific Assets which are being transferred pursuant to this Agreement and the value of each such Asset as of June 30, 2000.

Sale of Assets. Subject to the terms terms, conditions and conditions limitations set forth in this the Purchase Agreement, the Seller agrees to sellSeller, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Seller on as of the Closing Datefor valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants and conveys all assets owned by Seller of its right, title and used in or derived from interest in, under and to all of the Business (other than those specifically excluded under Section 2.2 below) Assets to Subsidiary, its successors and assigns, to its and their own use and benefit, forever, including without limitation the following (such assets to be referred to herein as the "Assets"):following: (a) All office equipmentcomplete data files, furniturevalidation reports, artwork, service equipment, supplies, computer hardware, research and development data processing equipment, tools and supplies operating instructions for Seller’s Scoliscore Assay (the "Equipment"), including the Equipment described on SCHEDULE 2.1(Acurrent and historical); (b) All contractscopies of all files, documentspdfs, franchises, instruments, photography and other written or oral agreements relating print files for all marketing materials of Seller related to the Business of Seller to which Seller is a party or by which Seller or any of the Assets may be bound as well as all rights, privileges, claims and options relating to the foregoing (the "Contracts"), including the Contracts described on SCHEDULE 2.1(B)Scoliscore Assay; (c) All customer all patient samples, with full supporting data (current and supplier files and databases, customer and supplier lists, accounting and financial records, invoices, and other books and records relating principally to the Business (the "Books and Records"historical), including used in the Books discovery and Records described on SCHEDULE 2.1(C)validation of the Scoliscore Assay; (d) Seller's Employee files all information for those Employees actually hired by the extending SNPs that expand the ethnic extensions of the Scoliscore Assay (described as the “Scoliscore 2.0 assay” in due diligence conversations between Seller and Buyer); (e) All rightthe complete configuration file, title with validation information and interest of Sellerdocumentation, in, to and under all service marks, trademarks, trade and assumed names, principally related to for the Business together with the right to recover for infringement thereon, if any (the "Intellectual Property"), and other marks and/or names described on SCHEDULE 2.1(E)Scoliscore Assay Uniconnect operating file; (f) All advertising materials and copies of all other printed publications, draft publications, previous publications whether published or written materials related not, with respect to the conduct of the BusinessScoliscore Assay; (g) All complete customer list from all customers that have ordered a test result or received test results from Seller in connection with the Scoliscore Assay from the commencement of the Seller's general intangibles, claims, rights of set off, rights of recoupment and other proprietary intangibles, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, which are used in the Business, and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (the "General Intangibles"), including the General Intangibles described on SCHEDULE 2.1(G)’s commercial operations; (h) All goodwill, going concern value complete sales history for the Scoliscore Assay completed and other intangible properties related reported at or prior to the BusinessClosing; (i) The exclusive right copies of any consulting or key opinion leader agreements of Seller related to use the name "Reporting Services AssociatesScoliscore Assay; (j) all trademarks and other intellectual property of Seller related to the Business, Inc."including, any similar name or derivative without limitation, all embodiments thereof, and any past all manuals, notes, files, data and other materials relating to such intellectual property, excluding the trademarks and intellectual property listed on Schedule 1.1(a) of the Purchase Agreement; (k) the phone numbers, facsimile numbers, website addresses, e-mail addresses and video set forth on Schedule 1.1(b) of the Purchase Agreement; (l) all other assets, properties and rights of every kind, nature, character and description owned or present assumed names used by Seller (other than the Excluded Assets) in connection with the Business Business, including: (i) the Books and Records; (ii) all advances, pre-paid expenses and credits of Seller; (iii) all work-in-process; (iv) all Permits held by Seller, but only to the extent that they are assignable or transferable; (v) all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of Seller's use ; (vi) all goodwill and going concern value of the Assets Business; and (vii) all rights to, but no liability or obligation arising out of or relating to, all Claims available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, but only to the "Seller's Name"extent relating to or arising out of the assets owned or used by Seller in connection with the operation of the Business, including the assets referenced in this clause and the foregoing clauses “(a); and” through “(k)”.