Common use of Specific Items to be Delivered at the Closing Clause in Contracts

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTE: (i) A certificate dated the Closing Date of Sierra Norte, signed by the Manager of Sierra Norte stating that the representations and warranties of Sierra Norte set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra Norte, signed by the Manager of Sierra Norte, in form and substance satisfactory to PocketSpec and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (b) TO BE DELIVERED BY MEMBERS: (i) Certificate or certificates representing one hundred percent (100%) of the issued and outstanding common Memberships of Sierra Norte, which certificates shall be endorsed in favor of PocketSpec. (ii) Assignments, if any, with unconditional warranties of title, duly executed by Members, assigning to PocketSpec any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members may own in Sierra Norte at the time of Closing. (iii) Certificate of Members in which they state that they own the Memberships and other rights of Sierra Norte free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members confirming the accuracy, as of the Closing Date, of the representations and warranties of Members set forth in this Agreement.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by BlueStream: (i) A certificate dated the Closing Date of Sierra NorteBlueStream, signed by the Manager President of Sierra Norte BlueStream stating that the representations and warranties of Sierra Norte BlueStream set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra NorteBlueStream, signed by the Manager President and the Chief Financial Officer of Sierra NorteBlueStream, in form and substance satisfactory to PocketSpec XML and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte BlueStream to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iii) Certificates dated the Closing Date of BlueStream, signed by the Secretary of BlueStream, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of BlueStream, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto; (i) certifying the names and incumbency of the officers of BlueStream who executed the Agreement and any certificates delivered pursuant to this Section 4.7(a) for and on behalf of BlueStream; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of BlueStream; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (b) TO BE DELIVERED BY MEMBERSTo be delivered by Tivy: (i) Certificate or certificates representing one hundred percent (100%) of the issued and outstanding common Memberships shares of Sierra NorteBlueStream, which stock certificates shall be endorsed in favor of PocketSpecXML Sub. (ii) Assignments, if any, with unconditional warranties of title, duly executed by MembersTivy, assigning to PocketSpec XML Sub any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members Tivy may own in Sierra Norte BlueStream at the time of Closing. (iii) Certificate of Members Tivy in which they state he states that they own he owns the Memberships shares and other rights of Sierra Norte BlueStream free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members Tivy confirming the accuracy, as of the Closing Date, of the representations and warranties of Members Tivy set forth in this Agreement. (v) The Employment Agreement substantially in the form of Exhibit 4.6(k) hereto. (vi) Tivy's Non-Competition Agreement substantially in the form of Exhibit 4.5(r) hereto. (vii) The Intellectual Property Assignments. (viii) The Shareholder Release. (c) To be delivered by XML: (i) Certificate or certificates representing the Exchange Shares; and (ii) A certificate dated the Closing Date of XML, signed by the President of XML stating that the representations and warranties of XML set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date of XML, signed by the Chief Executive Officer and the Chief Financial Officer of XML, in form and substance satisfactory to BlueStream and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of XML to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date of XML, signed by the Secretary of XML, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of XML, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of XML who executed the Agreement and any certificates delivered pursuant to this Section for and on behalf of XML; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of XML and its Subsidiaries; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which XML and its Subsidiaries are qualified to conduct business. (v) The Employment Agreement referred to in Section 4.5(s); (vi) The Promissory Note referred to in Section 2.3(b). (vii) US$18,000.00 pursuant to Section 2.3(a). and

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTERJL: (i) A certificate dated the Closing Date of Sierra NorteRJL, signed by the Manager President of Sierra Norte RJL stating that the representations and warranties of Sierra Norte RJL set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra NorteRJL, signed by the Manager President of Sierra NorteRJL, in form and substance satisfactory to PocketSpec Guardian and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Guardian to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iii) Certificates dated the Closing Date of RJL, signed by the Secretary of RJL, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of RJL, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of RJL who executed the Agreement and any certificates delivered pursuant to this Section 5.7(a) for and on behalf of RJL; (iii) certifying the authenticity of copies of the Certificate of Incorporation and Bylaws of RJL, as amended; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (iv) Unaudited financial statements of RJL containing balance sheets, together with statements of operation as of and for the periods ended December 31, 2002; and unaudited financial statements as of and for the interim period ended March 31, 2003. (v) Subscription agreements and other documentation in form satisfactory to Guardian related to the RJL Private Placement. (vi) Diagnos Distributor Agreement as amended, in form reasonably satisfactory to RJL and Guardian. (vii) Auditor Certificate described in Section 4.1. (b) TO BE DELIVERED BY MEMBERSSHAREHOLDERS: (i) Certificate or certificates representing not less than one hundred percent (100%) of the issued and outstanding common Memberships shares of Sierra NorteRJL, which stock certificates shall be endorsed in favor of PocketSpecGuardian. (ii) Assignments, if any, with unconditional warranties of title, duly executed by MembersShareholders, assigning to PocketSpec Guardian any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members Shareholders may own in Sierra Norte RJL at the time of Closing. (iii) Certificate of Members Shareholders in which they state that they own the Memberships shares and other rights of Sierra Norte RJL free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members Shareholders confirming the accuracy, as of the Closing Date, of the representations and warranties of Members Shareholders set forth in this Agreement.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by Ikona: (i) A certificate dated the Closing Date of Sierra NorteIkona, signed by the Manager President of Sierra Norte Ikona stating that the representations and warranties of Sierra Norte Ikona set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra NorteIkona, signed by the Manager President of Sierra NorteIkona, in form and substance satisfactory to PocketSpec Oban and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Oban to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iii) Certificates dated the Closing Date of Ikona, signed by the Secretary of Ikona, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of Ikona, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of Ikona who executed the Agreement and any certificates delivered pursuant to this Section 5.6(a) for and on behalf of Ikona; (iii) certifying the authenticity of copies of the Certificate of Incorporation and Bylaws of Ikona, as amended; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (iv) Audited financial statements of Ikona containing balance sheets, together with statements of operation as of and for the periods ended August 31, 2003 and August 31, 2002. (v) Evidence of name change described in Section 4.4. (vi) Share Exchange Agreements and Questionnaires representing not less than 80% percent of the issued and outstanding common shares of Ikona. (b) TO BE DELIVERED BY MEMBERSTo be delivered by Oban and Achron: (i) Certificate or certificates representing one hundred percent (100%) of the issued and outstanding common Memberships of Sierra Norte, which certificates shall be endorsed in favor of PocketSpec.Exchange Shares; and (ii) AssignmentsA certificate dated the Closing Date of Oban, signed by the President of Oban stating that the representations and warranties of Oban set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, with unconditional warranties of title, duly executed by Members, assigning which may be necessary to PocketSpec any execute and all equity rights, including, but not limited to, options, warrants, puts deliver this Agreement have been obtained and so forth, which Members may own are in Sierra Norte at the time of Closingfull force and effect. (iii) Certificate A certificate dated the Closing Date of Members Oban, signed by the Chief Executive Officer and the Chief Financial Officer of Oban, in which they state form and substance satisfactory to Ikona and its legal counsel, certifying that they own all conditions precedent set forth in this Agreement to the Memberships obligations of Oban to close, have been fulfilled or waived in writing, and other rights that no event of Sierra Norte free default hereunder and clear no event which, with the giving of all liensnotice or passage of time, encumbrancesor both, security interests and limitations on transfer whatsoeverwould be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date of Oban, signed by the Secretary of Oban, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of Oban, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto, including but not limited to the election of the directors to be designated by Ikona pursuant to Section 5.7 below; (ii) certifying the names and incumbency of the officers of Oban who executed the Agreement and any certificates delivered pursuant to this Section for and on behalf of Oban; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Oban and its Subsidiariesand (iv) certifying the authenticity of a reasonably current Certificate of Members confirming the accuracyGood Standing, from all jurisdictions in which Oban and its Subsidiaries are qualified to conduct business. (v) A list of shareholders of Oban, dated as of a date five (5) business days prior to the Closing Date, certified by Oban's stock transfer agent. (vi) All Xxxxx codes and other information and authorizations necessary to enable Oban to make all filings that may be required to be made under the Exchange Act and Securities Act with the SEC post-Closing. (vii) Evidence satisfactory to Ikona that Achron has surrendered to Oban for cancellation an aggregate of 14.5 million shares of Oban common stock. (viii) the representations Oban Debt Schedule and warranties other evidence of Members set forth in this AgreementOban's financial condition at Closing as required by Section 5.5(e).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by Palo Verde: (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Palo Verde of the transactions contemplated by this Agreement. (ii) A certificate dated of the Closing Date President of Sierra Norte, signed by the Manager of Sierra Norte Palo Verde stating that the representations and warranties of Sierra Norte Palo Verde set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iiiii) A certificate dated the Closing Date of Sierra NorteDate, signed by the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NortePalo Verde, in form and substance satisfactory to PocketSpec the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Palo Verde to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (b) TO BE DELIVERED BY MEMBERSTo be delivered by Redwood: (i) Certificate or certificates representing one hundred percent (100%) % of the issued and outstanding common Memberships shares of Sierra NortePalo Verde, which stock certificates shall be endorsed in favor of PocketSpecGuardian. (ii) Assignments, if any, with unconditional warranties of title, duly executed by MembersRedwood, assigning to PocketSpec Guardian any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members Redwood may own in Sierra Norte Palo Verde at the time of Closing. (iii) Certificate of Members Redwood in which they state it states that they own it owns the Memberships shares and other rights of Sierra Norte Palo Verde free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members Redwood confirming the accuracy, as of the Closing Datedate, of the representations and warranties of Members Redwood set forth in this Agreement. (c) To be delivered by Guardian: (i) Certificate or certificates representing Guardian shares of Guardian Common Stock, which stock certificates shall be issued in the name of Redwood; and (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by Guardian of the transactions contemplated by this Agreement, including, but not limited to, the issuance of Guardian Common Stock in the amounts and manner set forth in Section 2.1 above; and (iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Guardian, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Guardian to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party party(ies) at the Closing Closing. (a) To be delivered by OPI (in duplicate original, except where stated): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by OPI of the transactions contemplated by this Agreement.; (a) TO BE DELIVERED BY SIERRA NORTE: (iii) A certificate dated of the Closing Date Chief Executive Officer of Sierra NorteOPI, signed by in the Manager of Sierra Norte form attached hereto as Exhibit 8.4(a)(ii), stating that the representations and warranties of Sierra Norte OPI set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect.; (iiiii) A certificate dated the Closing Date of Sierra NorteDate, signed by both the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NorteOPI, in the form and substance satisfactory to PocketSpec and its legal counselattached hereto as Exhibit 8.4(a)(iii), certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte OPI to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date.; (biv) TO BE DELIVERED BY MEMBERS:A certificate(s) dated the Closing Date, signed by the Secretary of OPI, in the form attached hereto as Exhibit 8.4(a)(iv), certifying (A) resolutions duly adopted by the Board of Directors and Shareholders of OPI, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (B) the names and incumbency of the officers of OPI who are empowered to execute the foregoing documents for and on behalf of such company; (C) the authenticity of copies of the Articles of Incorporation and Bylaws of OPI; and (D) the authenticity of a reasonably current Certificate of Good Standing of OPI, from all jurisdictions in which OPI is qualified to conduct business; (iv) Certificate or certificates The Closing Escrow Agreement substantially in the form of Exhibit 5.10 hereto, executed by OPI; (vi) Statement of Merger in proper form as attached hereto as Exhibit 8.4(a)(vi), to be filed with the Secretary of State of Colorado in such form as may be required to consummate the Merger as of the Effective Time; (vii) Certificates representing one hundred percent (100%) not less than 98% of the issued and outstanding common Memberships OPI Common Stock and 100% of Sierra Norte, the issued and outstanding OPI Preferred Stock which stock certificates shall be endorsed in favor of PocketSpecONSOURCE (single originals only); (viii) Fully executed Subscription Agreements executed by the OPI Shareholders substantially in the form of Exhibit 5.7 and Exhibit 5.9 hereto (single original only); and (ix) The Voting Agreement substantially in the form of Exhibit 5.2 hereto, executed by Osmotics. (b) To be delivered by the Acquiring Companies (in duplicate original, except where stated): (i) Certificates representing the ONSOURCE Common Stock, ONSOURCE Warrants, which certificates shall be issued in the names of the OPI Shareholders, in proportion of their ownership of OPI Common Stock in accordance with the conversion ratios set forth on Exhibit 5.1(a) hereto; and certificates representing the ONSOURCE Preferred Stock to the owners of the OPI Preferred Stock, pro rata, and delivered in escrow under the Closing Escrow Agreement; (ii) AssignmentsOption Agreements representing the ONSOURCE Stock Options, which Option Agreements shall be issued in the names of each OPI Option Holder and in the amounts as provided for in Section 5.1(c), such Option Agreements shall be in the form attached hereto as Exhibit 8.4(b)(ii); (iii) A certificate of the President of each of the Acquiring Companies, in the form attached hereto as Exhibit 8.4(b)(iii), stating that the representations and warranties of the Acquiring Companies set forth in this Agreement are true and correct. Said certificates shall further verify and affirm that all consents or waivers, if any, with unconditional warranties which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect; (iv) Copy of title, duly executed corporate resolutions authorizing the execution of this Agreement and the consummation by Members, assigning to PocketSpec any and all equity rightsthe Acquiring Companies of the transactions contemplated by this Agreement, including, but not limited to, options, warrants, puts the issuance of the Merger Securities in the amounts and so forth, which Members may own manner set forth in Sierra Norte at the time of Closing.Section 5.1 above; (iiiv) Certificate of Members in which they state that they own the Memberships and other rights of Sierra Norte free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members confirming the accuracy, as of A certificate dated the Closing Date, signed by the Chief Executive Officers and the Chief Financial Officers of both the representations and warranties of Members Acquisition Companies, in the form attached hereto as Exhibit 8.4(b)(v), certifying that all conditions precedent set forth in this AgreementAgreement to the obligations of the Acquiring Companies to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date; (vi) Certificates dated the Closing Date, in the form attached hereto as Exhibit 8.4(b)(vi), signed by the Secretaries of the Acquiring Companies, (A) certifying resolutions duly adopted by the Board of Directors of the Acquiring Companies, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (B) certifying the names and incumbency of the officers of the Acquiring Companies who are empowered to execute the foregoing documents for and on behalf of such company; (C) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of the Acquiring Companies; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the Acquiring Companies are qualified to conduct business; (vii) The Closing Escrow Agreement substantially in the form of Exhibit 5.10 hereto, executed by ONSOURCE; (viii) A Statement of Merger in the form of Exhibit 8.4(a)(vi), to be filed with the Secretary of State of Colorado in such form as may be required to consummate the Merger as of the Effective Time; (ix) The Voting Agreement substantially in the form of Exhibit 5.2 hereto, executed by ONSOURCE; and (x) A certificate representing the IB Warrants registered in the name of Bathgate Capital Partners, LLC. (xi) An Assignment and Assumption Agreement substantially in the form of Exhibit 5.1(e)(ii).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by RJL: (i) A certificate dated the Closing Date of Sierra NorteRJL, signed by the Manager President of Sierra Norte RJL stating that the representations and warranties of Sierra Norte RJL set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra NorteRJL, signed by the Manager President of Sierra NorteRJL, in form and substance satisfactory to PocketSpec Guardian and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Guardian to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iii) Certificates dated the Closing Date of RJL, signed by the Secretary of RJL, (I) certifying attached copies of resolutions duly adopted by the Board of Directors of RJL, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of RJL who executed the Agreement and any certificates delivered pursuant to this Section 5.7(a) for and on behalf of RJL; (iii) certifying the authenticity of copies of the Certificate of Incorporation and Bylaws of RJL, as amended; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (iv) Unaudited financial statements of RJL containing balance sheets, together with statements of operation as of and for the periods ended December 31, 2002; and unaudited financial statements as of and for the interim period ended March 31, 2003. (v) Subscription agreements and other documentation in form satisfactory to Guardian related to the RJL Private Placement. (vi) Diagnos Distributor Agreement as amended, in form reasonably satisfactory to RJL and Guardian. (vii) Auditor Certificate described in Section 4.1. (b) TO BE DELIVERED BY MEMBERSTo be delivered by Shareholders: (i) Certificate or certificates representing not less than one hundred percent (100%) of the issued and outstanding common Memberships shares of Sierra NorteRJL, which stock certificates shall be endorsed in favor of PocketSpecGuardian. (ii) Assignments, if any, with unconditional warranties of title, duly executed by MembersShareholders, assigning to PocketSpec Guardian any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members Shareholders may own in Sierra Norte RJL at the time of Closing. (iii) Certificate of Members Shareholders in which they state that they own the Memberships shares and other rights of Sierra Norte RJL free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members Shareholders confirming the accuracy, as of the Closing Date, of the representations and warranties of Members Shareholders set forth in this Agreement. (v) Subscription Agreements. (c) To be delivered by Guardian: (i) Certificate or certificates representing the Exchange Shares and the shares to be issued by Guardian in the RJL Private Placement; and (ii) A certificate dated the Closing Date of Guardian, signed by the President of Guardian stating that the representations and warranties of Guardian set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date of Guardian, signed by the Chief Executive Officer and the Chief Financial Officer of Guardian, in form and substance satisfactory to RJL and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Guardian to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date of Guardian, signed by the Secretary of Guardian, (i) certifying attached copies of resolutions duly adopted by the Board of Directors of Guardian, authorizing the execution of this Agreement and the other transactions to be consummated pursuant thereto, including but not limited to the election of the directors to be designated by RJL pursuant to Section 5.8 below; (ii) certifying the names and incumbency of the officers of Guardian who executed the Agreement and any certificates delivered pursuant to this Section for and on behalf of Guardian; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Guardian and its Subsidiaries; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which Guardian and its Subsidiaries are qualified to conduct business. (v) A list of shareholders of Guardian, dated as of a date five (5) business days prior to the Closing Date, certified by Guardian's stock transfer agent. (vi) A copy of all transactional documents and Board of Directors' minutes related to the spin-off, duly certified by the Secretary as to their authenticity. (vii) All Xxxxx codes and other information and authorizations necessary to enable Guardian to make all filings that may be required to be made under the Exchange Act and Securities Act with the SEC post-Closing.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by Ikona: (i) A certificate dated the Closing Date of Sierra NorteIkona, signed by the Manager President of Sierra Norte Ikona stating that the representations and warranties of Sierra Norte Ikona set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (ii) A certificate dated the Closing Date of Sierra NorteIkona, signed by the Manager President of Sierra NorteIkona, in form and substance satisfactory to PocketSpec Oban and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Oban to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (biii) TO BE DELIVERED BY MEMBERS: Certificates dated the Closing Date of Ikona, signed by the Secretary of Ikona, (i) Certificate or certificates representing one hundred percent (100%) certifying attached copies of resolutions duly adopted by the issued Board of Directors of Ikona, authorizing the execution of this Agreement and outstanding common Memberships of Sierra Norte, which certificates shall the other transactions to be endorsed in favor of PocketSpec. consummated pursuant thereto; (ii) Assignments, if any, with unconditional warranties certifying the names and incumbency of title, duly the officers of Ikona who executed by Members, assigning the Agreement and any certificates delivered pursuant to PocketSpec any this Section 5.6(a) for and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members may own in Sierra Norte at the time on behalf of Closing. Ikona; (iii) certifying the authenticity of copies of the Certificate of Members Incorporation and Bylaws of Ikona, as amended; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which they state that they own the Memberships and other rights of Sierra Norte free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoevercompany is qualified to conduct business. (iv) Certificate Audited financial statements of Members confirming the accuracyIkona containing balance sheets, together with statements of operation as of and for the Closing Dateperiods ended August 31, 2003 and August 31, 2002. (v) Evidence of the representations and warranties of Members set forth name change described in this AgreementSection 4.4.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTE:To be delivered by XFM (in duplicate original): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by XFM of the transactions contemplated by this Agreement. (ii) A certificate dated of the Closing Date President of Sierra Norte, signed by the Manager of Sierra Norte XFM stating that the representations and warranties of Sierra Norte XFM set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iiiii) A certificate dated the Closing Date of Sierra NorteDate, signed by the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NorteXFM, in form and substance reasonably satisfactory to PocketSpec the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte XFM to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of XFM, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of XFM, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of XFM who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of XFM; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (v) The B-50 Indemnity Agreement substantially in the form of Exhibit 4.8. (vi) The Holdback Escrow Agreement substantially in the form of Exhibit 5.5. (vii) The Closing Escrow Agreement substantially in the form of Exhibit 5.6. (viii) Articles of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time. (b) TO BE DELIVERED BY MEMBERS:To be delivered by Shareholders of XFM (in duplicate original): (i) Certificate or certificates representing one hundred percent (100%) % of the issued and outstanding common Memberships shares of Sierra NorteXFM, which stock certificates shall be endorsed in favor of PocketSpecXML. (ii) AssignmentsFully executed Subscription Agreements substantially in the form of Exhibit 5.4. (iii) The Closing Escrow Agreement substantially in the form of Exhibit 5.6. (iv) The XML Warrants substantially in the form of Exhibit 5.3. (c) To be delivered by XML and XAC (in duplicate original): (i) Certificate or certificates representing 71,791,936 shares of XML Common Stock and 23,478,000 XML Warrants, if any, with unconditional warranties which certificates shall be issued in the names of title, duly executed each Shareholder in the numbers set forth in Sections 5.1 and 5.3 hereof and delivered in escrow under the Closing Escrow Agreement and Holdback Escrow Agreement; (ii) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by Members, assigning to PocketSpec any XML and all equity rightsXAC of the transactions contemplated by this Agreement, including, but not limited to, options, warrants, puts the issuance of XML Common Stock in the amounts and so forth, which Members may own manner set forth in Sierra Norte at the time of Closing.Section 5.1 above; (iii) Certificate A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Members XML and XAC, in which they state form and substance reasonably satisfactory to the other party and its legal counsel, certifying that they own all conditions precedent set forth in this Agreement to the Memberships obligations of XML and other rights XAC to close, have been fulfilled, and that no event of Sierra Norte free default hereunder and clear no event which, with the giving of all liensnotice or passage of time, encumbrancesor both, security interests and limitations on transfer whatsoeverwould be an event of default, has occurred as of such date. (iv) Certificate of Members confirming the accuracy, as of Certificates dated the Closing Date, signed by the Secretary of XML and XAC, (i) certifying resolutions duly adopted by the Board of Directors of XML and XAC, authorizing the execution of this Agreement and all of the representations other transactions to be consummated pursuant thereto; (ii) certifying the names and warranties incumbency of Members set forth the officers of XML and XAC who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of XML and XAC; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in this Agreementwhich XML and XAC are qualified to conduct business. (v) The B-50 Indemnity Agreement substantially in the form of Exhibit 4.8. (vi) The Holdback Escrow Agreement substantially in the form of Exhibit 5.5. (vii) The Closing Escrow Agreement substantially in the form of Exhibit 5.6. (viii) Articles of Merger and Certificate of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTETo be delivered by GAI: (i) Cash or certified funds payable to Shareholder in the amount of $400,000; (ii) Promissory Note substantially in the form of Exhibit 3.2(b) hereto; (iii) Stock Pledge Agreement substantially in the form of Exhibit 3.2(d)(1) hereto; (iv) General Security Agreement substantially in the form of Exhibit 3.2(d)(2) hereof; (v) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by GAI of the transactions contemplated by this Agreement; (vi) A certificate dated of the Closing Date President of Sierra Norte, signed by the Manager of Sierra Norte GAI stating that the representations and warranties of Sierra Norte GAI set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect.; (iivii) A certificate dated the Closing Date of Sierra NorteDate, signed by the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NorteGAI, in form and substance satisfactory to PocketSpec the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte GAI to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (viii) Certificates dated the Closing Date, signed by the Secretary of GAI, (i) certifying resolutions duly adopted by the Board of Directors of GAI, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of GAI who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of GAI; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all relevant jurisdictions in which the Company is qualified to conduct business. (b) TO BE DELIVERED BY MEMBERSTo be delivered by ABS: (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by ABS of the transactions contemplated by this Agreement. (ii) A certificate of the President of ABS stating that the representations and warranties of ABS set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iii) A certificate dated the Closing Date, in form and substance satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of ABS to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of ABS, (i) certifying resolutions duly adopted by the Board of Directors and Shareholders of ABS, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of ABS who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of ABS; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (v) Resignations of all ABS officers and directors, to be effective as of the Closing Date. (vi) Certificate of the certified independent accountant of ABS substantially in the form of Exhibit 4.7(b)(vi), hereto. (vii) Undertaking of ABS with respect to the preparation, completion and delivery of audited financial statements more fully described in Section 4.5(q) hereof and substantially in the form of Exhibit 4.7(b)(vii), hereto. (viii) Opinion of XXXXXX X. XXXXXXXX, counsel to ABS, substantially in the form of Exhibit 4.5(v). (c) To be delivered by Shareholder: (i) Certificate or certificates representing one hundred percent (100%) % of the issued and outstanding common Memberships shares of Sierra NorteABS, which stock certificates shall be endorsed in favor of PocketSpecGAI. (ii) Assignments, if any, with unconditional warranties of title, duly executed by MembersShareholder, assigning to PocketSpec GAI any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members Shareholder may own in Sierra Norte ABS at the time of Closing. (iii) Certificate of Members Shareholder in which they state he states that they own he owns the Memberships Shares and other rights Rights of Sierra Norte ABS free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members Shareholder confirming the accuracy, as of the Closing Datedate, of the representations and warranties of Members Shareholder set forth in this Agreement. (v) Non-Competition Agreement substantially in the form of Exhibit 4.5(o).

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement. (a) TO BE DELIVERED BY SIERRA NORTE:To be delivered by Infinivive (in duplicate original): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Infinivive of the transactions contemplated by this Agreement. (ii) A certificate dated of the Closing Date President of Sierra Norte, signed by the Manager of Sierra Norte Ixxxxxxxxx stating that the representations and warranties of Sierra Norte Infinivive set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect. (iiiii) A certificate dated the Closing Date of Sierra NorteDate, signed by the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NorteInfinivive, in form and substance reasonably satisfactory to PocketSpec the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte Infinivive to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date. (iv) Certificates dated the Closing Date, signed by the Secretary of Infinivive, (i) certifying resolutions duly adopted by the Manager and Member of Infinivive, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of Infinivive who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Infinivive; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business. (v) Statement of Exchange in proper form to be filed with the Secretaries of States of Colorado and Nevada in such form as may be required to consummate the Exchange as of the Effective Time. (vi) Non-Compete, Non-Circumvention and Non-Solicitation Agreement of Jxxx Xxxxxx substantially in the form of Exhibit 8.3(u)(1) hereto. (vii) Confidentiality and Proprietary Rights Agreement (b) TO BE DELIVERED BY MEMBERS:To be delivered by the Member of Infinivive (in duplicate original): (i) Certificate or certificates representing one hundred percent (100%) % of the issued and outstanding common Memberships shares of Sierra NorteInfinivive, which stock certificates shall be endorsed in favor of PocketSpecVitro. (ii) AssignmentsFully executed Subscription Agreements substantially in the form of Exhibit 5.3. (c) To be delivered by Vxxxx (in duplicate original): (i) Certificate or certificates representing the Exchange Securities which certificates shall be issued in the names of each Infinivive Member, if any, with unconditional warranties pro rata; (ii) Copy of title, duly executed corporate resolution authorizing the execution of this Agreement and the consummation by Members, assigning to PocketSpec any and all equity rightsVitro of the transactions contemplated by this Agreement, including, but not limited to, options, warrants, puts the issuance of Vitro Common Stock in the amounts and so forth, which Members may own manner set forth in Sierra Norte at the time of Closing.Section 5.1 above; (iii) Certificate A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Members Vitro, in which they state form and substance reasonably satisfactory to the other party and its legal counsel, certifying that they own all conditions precedent set forth in this Agreement to the Memberships obligations of Vitro and other rights to close, have been fulfilled, and that no event of Sierra Norte free default hereunder and clear no event which, with the giving of all liensnotice or passage of time, encumbrancesor both, security interests and limitations on transfer whatsoeverwould be an event of default, has occurred as of such date. (iv) Certificate of Members confirming the accuracy, as of Certificates dated the Closing Date, signed by the Secretary of Vitro, (i) certifying resolutions duly adopted by the Board of Directors of Vitro, authorizing the execution of this Agreement and all of the representations other transactions to be consummated pursuant thereto; (ii) certifying the names and warranties incumbency of Members set forth the officers of Vitro who are empowered to execute the foregoing documents for and on behalf of such company; (iii) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of Vitro; and (iv) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in this Agreementwhich Vitro are qualified to conduct business.

Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party party(ies) at the Closing Closing. (a) To be delivered by MedClean (in duplicate original, except where stated): (i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by MedClean of the transactions contemplated by this Agreement.; (a) TO BE DELIVERED BY SIERRA NORTE: (iii) A certificate dated of the Closing Date Chief Executive Officer of Sierra NorteMedClean, signed by in the Manager of Sierra Norte form attached hereto as Exhibit 8.4(a)(ii), stating that the representations and warranties of Sierra Norte MedClean set forth in this Agreement are true and correct in all material respectscorrect. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect.; (iiiii) A certificate dated the Closing Date of Sierra NorteDate, signed by both the Manager Chief Executive Officer and the Chief Financial Officer of Sierra NorteMedClean, in the form and substance satisfactory to PocketSpec and its legal counselattached hereto as Exhibit 8.4(a)(iii), certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte MedClean to close, have been fulfilled or waived in writingfulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date; (iv) A certificate(s) dated the Closing Date, signed by the Secretary of MedClean, in the form attached hereto as Exhibit 8.4(a)(iv), certifying (A) resolutions duly adopted by the Board of Directors and Shareholders of MedClean, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (B) the names and incumbency of the officers of MedClean who are empowered to execute the foregoing documents for and on behalf of such company; (C) the authenticity of copies of the Articles of Incorporation and Bylaws of MedClean; and (D) the authenticity of a reasonably current Certificate of Good Standing of MedClean, from all jurisdictions in which MedClean is qualified to conduct business; (v) Certificate of Merger in proper form as attached hereto as Exhibit 8.4(a)(vi), to be filed with the Secretary of State of Delaware in such form as may be required to consummate the Merger as of the Effective Time; (vi) Certificates representing the MedClean Rights, which certificates shall be issued in the names of BMTS Rights holders, in proportion of their ownership of BMTS Rights in accordance with the conversion ratios set forth on Exhibit 5.1 hereto; (vii) Option Agreements representing the MedClean Options, which Option Agreements shall be issued in the names of each BMTS Option Holder and in the amounts as provided for in Section 5.1, such Option Agreements shall be in the form attached hereto as Exhibit 8.4(b)(ii); (viii) Certificates representing shares of MedClean Common Stock, which certificates shall be issued in the names of each BMTS Common Stock holder that is participating in the Merger and not exercising dissenters’ rights. (ix) All other such documents, instruments, and materials as may be reasonably required in order to effectuate the intent and provisions of this Agreement, which documents, instruments and materials shall be satisfactory in form and substance to Buyer’s counsel. (b) TO BE DELIVERED BY MEMBERS:To be delivered by BMTS (in duplicate original, except where stated): (i) Certificate or certificates representing one hundred percent (100%) of the issued and outstanding common Memberships of Sierra Norte, which certificates shall be endorsed in favor of PocketSpecIntentionally omitted. (ii) Assignments, if any, with unconditional warranties of title, duly executed by Members, assigning to PocketSpec any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members may own in Sierra Norte at the time of Closing. (iii) Certificate of Members in which they state that they own the Memberships and other rights of Sierra Norte free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever. (iv) Certificate of Members confirming the accuracy, as of the Closing Date, of the representations and warranties of Members set forth in this Agreement.