Common use of Terms of the Exchange Clause in Contracts

Terms of the Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (i) Acquisition shall cause Purchaser to deliver an aggregate of 15,000,000 shares of Purchaser Common Stock at a purchase price of $.50 per share to those creditors of Seller as set forth on Schedule 4.01(a)(i) hereto (the "New Purchaser Shareholders") (a portion of such shares will be deposited in the Escrow Account pursuant to the terms of the Escrow Agreement and Section 4.04 hereof); (ii) Purchaser shall cancel the Bridge Note; (iii) Acquisition shall assume such obligations and liabilities of Seller as are in conformity with the representations and warranties of Seller and are set forth on Schedule 4.01(a)(iii) hereof, it being understood that Acquisition is assuming all such liabilities listed on Schedule 4.01(a)(iii) as of March 1, 2000; (iv) Purchaser shall assume sponsorship of each Employee Benefit Plan sponsored or maintained by Seller; (v) Purchaser shall assume and be solely responsible for satisfying any and all obligations of Seller relating to health care continuation coverage under COBRA (as set forth in Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of ERISA, as may be amended from time to time) or under any state law with respect to any qualifying events that occur at, prior to or in connection with the Closing with respect to the medical, dental and/or group health plans of Seller and Seller Subsidiaries. Purchaser and Acquisition shall indemnify, defend and hold harmless Seller and Seller Subsidiaries from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit, proceeding or claim) in any way related to Purchaser's or Acquisition's failure to properly discharge this obligation. (b) Except as set forth in Schedule 4.01(a)(iii), the Purchaser shall not assume or be responsible for any obligation or liability of Seller of any nature, accrued or contingent. (c) The consideration paid by Purchaser shall be allocated among assets purchased pursuant hereto as set forth in Schedule 4.01(c) hereof. (d) With respect to any properties or assets sold hereunder that cannot be physically delivered to Purchaser because they are in the possession of third parties, or otherwise, Seller shall give irrevocable instructions to the party in possession thereof, if such be the case, with copies to the Purchaser, that all right, title, and interest therein have been vested in the Purchaser and that the same are to be held for the Purchaser's exclusive use and benefit. (e) To the extent that the assignment by Seller to the Purchaser of any contract, agreement, instrument, lease, license, understanding, or arrangement to be assigned to Acquisition hereunder shall require the consent of a party other than Seller which has not been obtained by the Closing and if the Purchaser shall nevertheless elect to consummate the transactions contemplated by this Agreement, this Agreement shall not constitute an agreement to assign the same if an attempted assignment without such consent would constitute a breach thereof unless the Purchaser before, at, or after the Closing elects in a writing delivered to Seller, specifically identifying such absent consent, to waive such consent. Nothing in this Section 4.01(e) regarding such non-assignment or such election shall limit any rights the Purchaser may have against Seller as a result of the failure to obtain such consent.

Terms of the Exchange. On the basis of the representations, --------------------- warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (ia) Acquisition Seller shall cause sell, assign, transfer, and convey as a going concern to Purchaser to deliver an aggregate of 15,000,000 shares of Purchaser Common Stock at a purchase price of $.50 per share to those creditors the Closing (as defined below) all properties and assets of Seller as set forth on at the date of the Closing of every kind and nature whatsoever (other than the assets listed in Schedule 4.01(a)(i1.1(a) hereto (the "New Excluded Assets")), --------------- including the names, trademarks, contractual rights, books and records (other than minute books, stock ledgers and stock transfer books), business, and goodwill of Seller; and, in consideration therefor, Purchaser Shareholdersshall: (i) Deliver to Seller at the Closing a certificate registered in its name for 719,425 shares of the Common Stock, without par value ("Parent Common Stock") of Parent (a portion of such shares will the "Shares," which certificate shall be deposited into escrow as provided in the Escrow Account pursuant to the terms of the Escrow Agreement and Section 4.04 hereofArticle 2); (ii) Purchaser shall cancel Assume at the Bridge Note; (iii) Acquisition shall assume such Closing all obligations and liabilities of Seller as are in conformity with the representations and warranties of Seller and are set forth on Schedule 4.01(a)(iiithe Shareholders except for the following (the "Excluded Liabilities"): (A) hereof, it being understood any tax or other obligation or liability arising out of or based upon the transactions contemplated by this Agreement or incurred by Seller or any Shareholder by reason of the preparation of this Agreement (provided that Acquisition is assuming all such liabilities listed on Schedule 4.01(a)(iii) as of March 1, 2000; (iv) Purchaser shall assume sponsorship of each Employee Benefit Plan sponsored or maintained by Seller; (v) Purchaser shall agrees to assume and be solely responsible for satisfying any pay expenses, charges, fees and all obligations of Seller relating to health care continuation coverage under COBRA (as set forth in Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of ERISA, as may be amended from time to time) or under any state law with respect to any qualifying events that occur at, prior to or in connection costs associated with the Closing with respect Transaction in an amount not to the medicalexceed $23,000, dental and/or group health plans not less than $11,500 of Seller and Seller Subsidiaries. Purchaser and Acquisition which shall indemnifybe paid to The Hishon Firm, defend and hold harmless Seller and Seller Subsidiaries from and against any and all claims, liabilities, losses, damages, costs, and expenses LLC); (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit, proceeding or claimB) in any way related to Purchaser's or Acquisition's failure to properly discharge this obligation. (b) Except as set forth in Schedule 4.01(a)(iii), the Purchaser shall not assume or be responsible for any obligation or liability of Seller of any nature, accrued or contingent. (c) The consideration paid by Purchaser shall be allocated among assets purchased pursuant hereto as set forth in Schedule 4.01(c) hereof. (d) With respect to any properties or assets sold hereunder that cannot be physically delivered to Purchaser because they are in the possession of third parties, or otherwise, Seller shall give irrevocable instructions to the party in possession thereof, if such be the case, with copies to the Purchaser, that all right, title, and interest therein have been vested in the Purchaser and that the same are to be held for the Purchaser's exclusive use and benefit. (e) To the extent that the assignment by Seller to the Purchaser of under any contract, agreement, lease, license, instrument, understanding, or arrangement which is assigned by Seller to Purchaser (x) if failure to obtain a required consent to assignment by Seller to Purchaser deprives Purchaser of the enjoyment of any of Seller's material rights thereunder, or (y) if such contract, agreement, lease, license, instrument, understanding, or arrangement is not assigned by Seller to be assigned to Acquisition hereunder shall require the consent of a party other than Seller which has not been obtained by the Closing and if the Purchaser shall nevertheless elect to consummate the transactions contemplated by this Agreement, this Agreement shall not constitute an agreement to assign the same if an attempted assignment without such consent would constitute a breach thereof unless the Purchaser before, at, or after the Closing elects in a writing delivered to Seller, specifically identifying such absent consent, to waive such consent. Nothing in this Section 4.01(e) regarding such non-assignment or such election shall limit any rights the Purchaser may have against Seller as a result of the failure to obtain such consent.Section 1.1(e) or otherwise;

Terms of the Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (a) Seller shall sell, assign, transfer, and convey as a going concern to the Purchaser at the Closing all properties and assets of Seller at the date of the Closing of every kind and nature whatsoever, including the names, trademarks, contractual rights, books and records (other than stock ledgers and stock transfer books), business, and goodwill of Seller; and, in consideration therefor, the Purchaser shall deliver at the Closing to Seller (i) Acquisition shall cause Purchaser to deliver a stock certificate registered in its name for an aggregate of 15,000,000 600,000,000 shares of Purchaser Common Stock at a purchase price of $.50 per share to those creditors of Seller as set forth on Schedule 4.01(a)(i) hereto (the "New Purchaser Shareholders") (a portion of such shares will be deposited in the Escrow Account pursuant to the terms of the Escrow Agreement Stock, and Section 4.04 hereof); (ii) Purchaser shall cancel an Assignment and Assumption in the Bridge Note; (iii) Acquisition shall assume such obligations and liabilities of Seller form attached hereto as are in conformity with the representations and warranties of Seller and are set forth on Schedule 4.01(a)(iii) hereof, it being understood that Acquisition is assuming all such liabilities listed on Schedule 4.01(a)(iii) as of March 1, 2000; (iv) Purchaser shall assume sponsorship of each Employee Benefit Plan sponsored or maintained by Seller; (v) Purchaser shall assume and be solely responsible for satisfying any and all obligations of Seller relating to health care continuation coverage under COBRA (as set forth in Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of ERISA, as may be amended from time to time) or under any state law with respect to any qualifying events that occur at, prior to or in connection with the Closing with respect to the medical, dental and/or group health plans of Seller and Seller Subsidiaries. Purchaser and Acquisition shall indemnify, defend and hold harmless Seller and Seller Subsidiaries from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit, proceeding or claim) in any way related to Purchaser's or Acquisition's failure to properly discharge this obligationExhibit 4.01(a). (b) Except as set forth in Schedule 4.01(a)(iii), the The Purchaser shall not assume or be responsible for any obligation or liability of Seller of any nature, accrued or contingentset forth in Schedule 4.01(b) hereto. (c) The consideration paid by the Purchaser shall be allocated among Seller's assets purchased pursuant hereto as set forth in Schedule 4.01(c) hereof. (d) With respect to any properties or assets sold hereunder that cannot be physically delivered to the Purchaser because they are in the possession of third parties, or otherwise, Seller shall give irrevocable instructions to the party in possession thereof, if such be the case, with copies to the Purchaser, that all right, title, and interest therein have been vested in the Purchaser and that the same are to be held for the Purchaser's exclusive use and benefit. (e) To the extent that the assignment by Seller to the Purchaser of any contract, agreement, instrument, lease, license, understanding, or arrangement to be assigned to Acquisition the Purchaser hereunder shall require the consent of a party other than Seller which has not been obtained by the Closing and if the Purchaser shall nevertheless elect to consummate the transactions contemplated by this Agreement, this Agreement shall not constitute an agreement to assign the same if an attempted assignment without such consent would constitute a breach thereof unless the Purchaser before, at, or after the Closing elects in a writing delivered to Seller, specifically identifying such absent consent, to waive such consent. Nothing in this Section 4.01(e) regarding such non-assignment or such election shall limit any rights the Purchaser may have against Seller as a result of the failure to obtain such consent. (f) All shares of Purchaser Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES Act"), and the Seller represents herein that it is acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of Purchaser Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of FSG Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Terms of the Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (a) Stockholders shall sell, assign, transfer, and convey to Purchaser at the Closing all of the outstanding shares of capital stock of Acquired Corporation. Stockholders shall deliver at the Closing certificates representing such shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in each case in proper form for transfer, with all required stock transfer and any other required docu­mentary stamps affixed thereto. (b) In consideration for the shares referred to in Section 3.01(a), Purchaser shall: (i) Acquisition shall cause Purchaser Deliver at the Closing to deliver an aggregate of 15,000,000 shares of Purchaser Common Stock at a purchase price the Representative (as hereinafter defined), the amount of $.50 per share to those creditors of Seller as set forth on Schedule 4.01(a)(i) hereto (the "New Purchaser Shareholders") (a portion of such shares will be deposited 1.2 million in the Escrow Account pursuant to the terms of the Escrow Agreement and Section 4.04 hereof);cash or by certified or official bank check. (ii) Deliver to the Representative, in cash or by certified or official bank check, 100% of the amount by which (A) the aggregate payments (the “Shell Payments”) received after the Closing and prior to March 31, 2014 by the Company from Shell Global Solutions International, B.V. (“Shell”) under the Software License, Maintenance and Support Agreement, dated March 28, 2005, and Supply Orders 1- 4 (collectively referred to as the “Shell Agreement”) exceed (B) $3 million; provided that (x) with respect to any divestiture by Shell of any refinery or other facility, if the buyer of such property (the “Shell Buyer”) pays maintenance fees for any Acquired Corporation Products acquired from Shell or purchases additional Acquired Corporation Products for use in connection with such divested refinery or other facility, then any payments received by Purchaser or the Acquired Corporation from a Shell Buyer shall cancel be treated as a Shell Payment (y) with respect to the Bridge Note;accounts receivable or earned but unbilled amounts (the “Closing Date Amounts”) related to the Shell agreement carried on the Closing Date Balance Sheet (as hereinafter defined), the Shell Payments shall include (i) 15% of the cash received by Acquired Corporation prior to March 31, 2013 in respect of the Closing Date Amounts and (ii) 100% of the cash received by Acquired Corporation on or after March 31, 2013 and prior to March 31, 2014 in respect of the Closing Date Amounts, and (z) the maximum amount payable to the Representative under this Section 3.01(b)(ii) shall be $1 million. Any amounts required to be paid to the Representative under this Section 3.01(b)(ii) with respect to any Shell Payments shall be paid not later than 10 days after the end of the calendar quarter in which such Shell Payments were received by the Company. (iii) Acquisition shall assume such obligations Deliver to the Representative, in cash or by certified or official bank check, any Earnout Payments (as defined in Section 3.01(c)), calculated and liabilities of Seller as are in conformity with the representations and warranties of Seller and are set forth on Schedule 4.01(a)(iii) hereof, it being understood that Acquisition is assuming all such liabilities listed on Schedule 4.01(a)(iii) as of March 1, 2000; (iv) Purchaser shall assume sponsorship of each Employee Benefit Plan sponsored or maintained by Seller; (v) Purchaser shall assume and be solely responsible for satisfying any and all obligations of Seller relating to health care continuation coverage under COBRA (paid as set forth in Section 4980B(f) of the Code and Part 6 of Subtitle B of Title I of ERISA, as may be amended from time to time) or under any state law with respect to any qualifying events that occur at, prior to or in connection with the Closing with respect to the medical, dental and/or group health plans of Seller and Seller Subsidiaries. Purchaser and Acquisition shall indemnify, defend and hold harmless Seller and Seller Subsidiaries from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit, proceeding or claim) in any way related to Purchaser's or Acquisition's failure to properly discharge this obligation. (b) Except as set forth in Schedule 4.01(a)(iii3.01(d), the Purchaser shall not assume or be responsible for any obligation or liability of Seller of any nature, accrued or contingent. (c) The consideration paid by Purchaser For purposes of this Section 3.01, the following terms shall be allocated among assets purchased pursuant hereto defined as set forth in Schedule 4.01(c) hereof. (d) With respect to any properties or assets sold hereunder that cannot be physically delivered to Purchaser because they are in the possession of third parties, or otherwise, Seller shall give irrevocable instructions to the party in possession thereof, if such be the case, with copies to the Purchaser, that all right, title, and interest therein have been vested in the Purchaser and that the same are to be held for the Purchaser's exclusive use and benefit. (e) To the extent that the assignment by Seller to the Purchaser of any contract, agreement, instrument, lease, license, understanding, or arrangement to be assigned to Acquisition hereunder shall require the consent of a party other than Seller which has not been obtained by the Closing and if the Purchaser shall nevertheless elect to consummate the transactions contemplated by this Agreement, this Agreement shall not constitute an agreement to assign the same if an attempted assignment without such consent would constitute a breach thereof unless the Purchaser before, at, or after the Closing elects in a writing delivered to Seller, specifically identifying such absent consent, to waive such consent. Nothing in this Section 4.01(e) regarding such non-assignment or such election shall limit any rights the Purchaser may have against Seller as a result of the failure to obtain such consent.follows: