ASSET
      PURCHASE AGREEMENT

     

    May
      25, 2005 

     

    Sea
      Change
      Group LLC
      

     

    to
      

     

    Innopump,
      Inc.


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT (this
      “Agreement”) is made this 25 day of May __, 2005, by and among Sea Change
      Group LLC, a New York limited liability company (the “Seller”), and Innopump,
      Inc., a Nevada corporation (the “Buyer”).

     

    RECITALS:

     

    
      	
            	A.	
              Seller
                and Buyer may hereafter be referred to as the Parties and capitalized
                terms are used as defined within this
                agreement.

            


    

     

    
      	
            	B.	
              The
                Seller is engaged in the business of developing, marketing and selling
                the
                Versadial® delivery pump (the “Business”).


            


    

     

    
      	
            	C.	
              The
                Seller owns or leases the assets used in the conduct of the Business,
                including, without limitation, inventory, equipment, contract rights,
                intellectual property and related items to the conduct of the Business.
                

            


    

     

    
      	
            	D.	
              The
                Seller desires to sell and the Buyer desires to purchase certain
                assets of
                the Business and assume certain liabilities of the Business in accordance
                with the terms and conditions of this
                Agreement.

            


    

     

    
      	
            	E.	
              Contemporaneously
                with the execution hereof, Seller and Buyer are entering into that
                certain
                Sub-License, Development and Technology Transfer Agreement for Versadial®
                Delivery Pump which together with this agreement constitutes the
                transfer
                and license of rights and materials to Buyer (the
                “Transaction”).

            


    

     

    AGREEMENT:

     

    NOW,
      THEREFORE,
      in
      consideration of the payments herein provided for and the covenants herein
      contained, the parties hereby agree as follows.

     

    ARTICLE
      1.

    SALE
      AND PURCHASE OF ASSETS

     

    On
      the
      terms and subject to the conditions of this Agreement, and for the consideration
      set forth in ARTICLE
      3
      (“Purchase Price”), the Seller shall on the Closing Date (as defined below),
      sell, transfer and convey to the Buyer, free and clear of any and all liens,
      claims, pledges, encumbrances, mortgages, security interests and charges of
      any
      kind (collectively, “Liens”) other than as specifically set forth herein, all of
      the Seller’s right, title and interest in and to the following assets
      (collectively, the “Assets”):

     

    1.1.
      Inventory. All of the Business’ inventory (including, without limitation,
      raw materials, work in progress, component parts, finished goods and related
      inventory items, supplies and packaging materials) as of the Closing Date,
      whether in the Seller’s possession, in transit to or from the Seller or held by
      any third party (the “Inventory”);

     

    
      
        
        

      

      
        1

        
          

        

      

       

    


    1.2.
      Contracts. All contracts and agreements (verbal or written) which are in
      force and effect as of the Closing Date as identified on Schedule 1.2,
      attached hereto (the “Contracts”) and liabilities incurred in the ordinary
      course of business and consistent with past practice of the Seller since the
      Balance Sheet Date not involving borrowings; 

     

    1.3.
      Leases. The leasehold interests in the real property, equipment and
      vehicles identified on Schedule 1.3, attached hereto, including the
      security deposits thereunder (the “Assigned Leases”). 

     

    1.4.
      Tangible Property. All tangible personal property, including all
      machinery, molds, tooling, production lines, equipment, furniture, computers,
      related office equipment and all fixtures and leasehold improvements located
      within the space contemplated by the Assigned Leases (the “Tangible Property”) ,
      as identified on Schedule 1.4);

     

    1.5.
      Intangible Property. All intangible property, including all internet
      sites, domain names, telephone and fax numbers, computer software, patents,
      copyrights, trademark, trade names and service names, as identified on
Schedule 1.5; 

     

    1.6.
      Prepaid Items and Deposits. All prepaid items of the Seller, including
      without limitation prepaid rentals, insurance, taxes and deposits relating
      to
      the Business and Seller’s operations, as identified on Schedule
      1.6;

     

    1.7.
      Accounts Receivable. All accounts receivable of the Seller and other
      rights of Seller to receive payments for merchandise sold and/or services
      rendered, including without limitation all trade account receivables arising
      from sales of inventory and services in the ordinary course of
      business;

     

    1.8.
      Names All of Seller’s right, title and interest in and to the names
“Versadial®” and any derivatives thereof employed in the Business and all
      goodwill associated therewith; 

     

    1.9.
      Lists and Records. All of the Seller’s books and records, manufacturer,
      customer and supplier lists, sales and promotional materials, cost and shipping
      records, research and development reports and records, production reports and
      records, service and warranty records, equipment logs, operating guides and
      manuals, advertising materials, computer programs, studies, reports,
      correspondence and other lists and documents (other than the corporate minute
      books, stock books and stock transfer ledgers), of the Seller primarily or
      exclusively related to the Assets or the Business;

     

    1.10.
      Goodwill. The goodwill and value of Seller as a going concern, including
      the right to use the name, rights and goodwill respecting and arising out of
      the
      name “Versadial”; and

     

    1.11.
      Excluded Assets. Seller’s name, cash and cash equivalent assets (the
“Excluded Assets”).


    
      
        
        

      

      
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    ARTICLE
      2. 

    LIABILITIES

     

    2.1.
      Assumption of Liabilities. Upon the transfer of the Assets in accordance
      with this Agreement, the Buyer shall assume and agree to pay, discharge or
      perform, as appropriate, all of Seller’s obligations and liabilities from and
      after the Closing Date under the Contracts and the Leases and the liabilities
      associated with the liabilities specifically identified on Schedule 2.1,
      including, but not by way of limitation, outstanding trade debt, $700,000 of
      debt held by Ocean Drive Holdings, LLC and $400,000 in other long term
      obligations(the “Assumed Liabilities”). 

     

    2.2.
      Retained Liabilities. The Buyer shall not assume or become in any way
      liable for any debts, liabilities, claims, contingencies or other obligations
      of
      any kind at any time owed by Seller which are not expressly provided in
Section 2.1 above. 

     

    ARTICLE
      3. 

    PURCHASE
      PRICE

     

    3.1.
      Purchase Price. The aggregate purchase price for the Assets shall be
      comprised of the following (the “Purchase Price”):

     

    
      	
            	3.1.1.	
              $231,500
                previous receipt of which is hereby
                acknowledged;

            


    

     

    
      	
            	3.1.2.	
              $600,000
                payable only upon the conclusion of (i) any merger, consolidation
                or other
                business combination or or sale of all or substantially all of the
                assets
                of the Buyer, or (ii) a debt or equity financing (or series thereof)
                resulting in no less than an aggregate of $3,000,000 in gross proceeds
                to
                Buyer;

            


    

     

    
      	
            	3.1.3.	
              the
                assumption of the Assumed
                Liabilities;

            


    

     

    
      	
            	3.1.4.	
              the
                payment of expenses related to the maintenance of rights in the Dispenser;
                and 

            


    

     

    
      	
            	3.1.5.	
              the
                expenses of effecting this transaction, including legal expenses
                of both
                Seller and Buyer hereunder and all expenses incident to effecting
                the
                transfer(s) of the underlying technologies and intellectual rights
                and
                properties pursuant to that certain Sub-License, Development and
                Technology Transfer Agreement for Versadial® Delivery Pump between the
                Parties of even date herewith. 

            


    

     

    3.2.
      Payment. Buyer shall assume the Assumed Liabilities as of the Closing
      Date by execution of any and all such documents as may be reasonably necessary
      to effect such assumptions. Buyer further agrees to execute and deliver to
      Seller from time to time thereafter any and all necessary and/or appropriate
      documents consistent with the intent of this Agreement

     

    
      
        
        

      

      
        3

        
          

        

      

       

    


    3.3.
      Allocation of the Purchase Price. The Purchase Price shall be allocated
      among the Assets being sold hereunder in the manner set forth in Schedule 3.3
      hereto. Buyer and Seller agree that except as otherwise required by law (i)
      the
      Allocation shall be binding on Buyer and Seller for all federal, state, and
      local tax purposes and (ii) Buyer and Seller, if required, shall file with
      their
      respective federal income tax returns consistent IRS Forms 8594 -- Asset
      Acquisition Statements Under Section 1060, including any required amendments
      thereto which shall reflect the allocations set forth in the
      Allocation.

     

    ARTICLE
      4.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER 

     

    The
      Seller hereby represents and warrants to the Buyer, except as set forth on
      the
      Schedule of Exceptions to Representations and Warranties attached hereto as
      Exhibit ARTICLE 4 (the “Seller Schedule of Exceptions”), the
      following:

     

    4.1.
      Existence and Good Standing. The Seller is duly formed, validly exists
      and in good standing (including tax good standing) under the laws of the State
      of New York, with the requisite power and authority to own its property and
      to
      carry on the Business as it is now being conducted. The Seller is not required
      to be qualified to do business in any other jurisdictions where the failure
      to
      qualify would have a Material Adverse Effect. The Seller has no
      subsidiaries.

     

    4.2.
      Financial Statements and No Material Changes. The following have
      previously been provided to the Buyer: (a) the Seller prepared balance sheets
      of
      the Seller as at December 31, 2004, and the related audited statements of income
      for the fiscal year then ended and (b) the Seller prepared balance sheet of
      the
      Seller as at March 31, 2005 and the related reviewed statements of income for
      the three (3) months then ended (the balance sheet of the Seller as at March
      31,
      2005 being referred to herein as the “Balance Sheet”). Such financial statements
      have been prepared in accordance with GAAP throughout the periods indicated.
      Each balance sheet fairly presents the financial condition of the Seller, at
      the
      respective date thereof, and reflects all claims against and all debts and
      liabilities of the Seller, fixed or contingent, as at the respective date
      thereof, required to be shown thereon under GAAP and the related statements
      of
      income fairly present the results of income for the respective period indicated.
      Since March 31, 2005 (the “Balance Sheet Date”), there has been no material
      adverse change in the assets or liabilities, or in the Business or condition,
      financial or otherwise, or in the results of operations of the
      Seller.

     

    4.3.
      Books and Records. All accounts, books, ledgers and other records
      material to the Seller have been properly and accurately kept and are complete
      in all material respects, and there are no material inaccuracies or
      discrepancies of any kind contained or reflected therein. 

     

    4.4.
      Title to Properties; Encumbrances. The Seller now has good and valid
      title to, or enforceable leasehold interests in or valid rights under contract
      to use, all the Assets (tangible and intangible), in each case free and clear
      of
      all Liens, except for Liens set forth on Schedule 4.4. The property and
      equipment, whether owned or otherwise contracted for, is in a state
      of
      good maintenance and repair (ordinary wear and tear excepted) and is adequate
      and suitable for the purposes for which they are presently being
      used.

     

    
      
        
          
          

        

        
          4

          
            

          

        

         

      

    

     

    4.5.
      Real Property. 

     

    4.5.1.
      Owned Real Property. The Seller does not own any real property
(including
      ground leases) or hold a freehold interest in any real property or any option
      or
      right of first refusal or first offer to acquire any real property and the
      Seller is not obligated by Contract or otherwise to purchase any real property.
      

     

    4.5.2.
      Leased Real Property. Schedule 4.5.2 contains an accurate and
      complete list of all real property leases, subleases, licenses and other
      occupancy agreements, including without limitation, any modification, amendment
      or supplement thereto and any other related document or agreement executed
      or
      entered into by the Seller (including, without limitation, any Real Property
      Lease which the Seller has subleased or assigned to another Person and as to
      which the Seller remains or will remain liable) (each individually, a “Real
      Property Lease” and collectively, the “Real Property Leases”). Each Real
      Property Lease set forth on Schedule 4.5.2 is valid, binding and in full
      force and effect, enforceable against the Seller in accordance with its terms,
      except (i) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws of general application affecting enforcement of
      creditors’ rights and (ii) general principles of equity that restrict the
      availability of equitable remedies; (b) all rents and additional rents and
      other
      sums, expenses and charges due thereunder to date on each such Real Property
      Lease have been paid; (c) there exists no default or event of default by the
      Seller or by any other party to any Real Property Lease; and there exists no
      occurrence, condition or act (including the purchase of the Purchased Stock
      hereunder) which, with the giving of notice, the lapse of time or the happening
      of any further event or condition, would become a default or event of default
      by
      the Seller under any Real Property Lease; and (d) there are no outstanding
      claims of breach or indemnification or notice of default or termination of
      any
      Real Property Lease. The Seller holds the leasehold estate on all the Real
      Property Leases free and clear of all Liens except as set forth on Schedule
      4.5.2 and any mortgagees’ liens on the real property in which such leasehold
      estate is located and liens which do not and will not materially detract from
      or
      interfere with the use of the properties, or otherwise materially impair
      business operations involving such properties. The real property leased by
      the
      Seller is in a state of good maintenance and repair, is adequate and suitable
      for the purposes for which it is presently being used and there are no material
      repair or restoration works likely to be required in connection with any of
      such
      leased real properties. 

     

    4.6.
      Contracts. 

     

    4.6.1.
      The Seller has delivered to the Buyer accurate and complete copies of all of
      the
      Contracts. All of the Contracts are in full force and effect and are valid,
      binding and enforceable in accordance with their terms. Except as disclosed
      on
Schedule 4.6.1, the Seller has performed and is performing all
      obligations required to be performed by it under the Contracts, and the Seller
      is not in default (with or without notice, the passage of time, or both) of
      any
      obligations under any of the Contracts.


    
      
        
        

      

      
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    4.6.2.
      Except as disclosed on Schedule 4.6.2, the Seller has not received any
      written notice of default under any of the Contracts, nor to Seller’s knowledge,
      has any event occurred which with notice or lapse of time or both would
      constitute a default by the Seller thereunder.

     

    4.6.3.
      Except as disclosed on the Schedule 4.6.3, the Seller has not received
      any written or verbal notice of intent to terminate any Contract.

     

    4.7.
      Execution and Validity; Non-Contravention; Approvals and
      Consents.

     

    4.7.1.
      Execution and Validity. The Seller has the full power and authority to
      enter into this Agreement and the agreements contemplated hereunder and to
      perform its obligations hereunder and thereunder. The execution and delivery
      of
      this Agreement by the Seller and the consummation by it of the transactions
      contemplated hereby and thereby have been duly authorized by all required
      corporate or other action on behalf of the Seller. Each of this Agreement and
      the agreements contemplated hereunder has been duly and validly executed and
      delivered by Seller and, assuming due authorization, execution and delivery
      by
      the Buyer and any other parties thereto, constitutes a legal, valid and binding
      obligation of the Seller, enforceable against it accordance with its terms,
      except (a) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws of general application affecting enforcement of
      creditors’ rights and (b) general principles of equity that restrict the
      availability of equitable remedies.

     

    4.7.2.
      Non-Contravention. Except as set forth in Schedule 4.7.2, the
      execution, delivery and performance by the Seller of its obligations under
      this
      Agreement and the consummation of the transactions contemplated hereby and
      thereby, will not (a) violate, conflict with or result in the breach of any
      provision of the Articles of Organization and Management provisions of the
      Seller; (b) result in the violation by the Seller of any laws or orders of
      any
      governmental or regulatory authority applicable to the Seller or any of its
      assets or properties, or (c) if the consents and notices set forth in
Schedule 4.7.3 are obtained, given or waived, conflict with, result in a
      violation or breach of, constitute (with or without notice or lapse of time
      or
      both) a default under, or require the Seller to obtain any consent, approval
      or
      action of, make any filing with or give any notice to, or result in or give
      to
      any Person any right of payment or reimbursement, termination, cancellation,
      modification or acceleration of, or result in the creation or imposition of
      any
      Lien upon any of the assets or properties of the Seller, or under any of the
      terms, conditions or provisions of any Contract to which the Seller is a party
      or by which the Seller or any of its assets or properties were or are bound.
      The
      entering into and the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby and thereby (a) will have
      been duly and validly authorized by any required corporate action of the Seller,
      and (b) will constitute the legal, valid, and binding obligation of the Seller,
      enforceable against it in accordance with their respective terms.

     

    4.7.3.
      Approvals and Consents. Except as set forth on Schedule 4.7.3, no
      consent, approval or action of, filing with or notice to any governmental or
      regulatory Authority or other Person is necessary or required under any of
      the
      terms, conditions or provisions of any law or order of any governmental or
      regulatory authority or any Contract to which the Seller is a party,
      or
      by which its assets or properties were or are bound for the execution and
      delivery of this Agreement by the Seller, the performance by the Seller of
      its
      obligations hereunder or thereunder or the consummation of the transactions
      contemplated hereby or thereby.


    
      
        
        

      

      
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    4.8.
      Litigation. Except as set forth on Schedule 4.8, there is no
      action, suit, proceeding at law or in equity by any Person, or any employee
      grievance, arbitration or any administrative or other proceeding by or before
      any investigation by any governmental or regulatory authority, pending or
      threatened, against the Seller with respect to this Agreement or the
      transactions contemplated hereby, or against or affecting the Business; and
      no
      acts, facts, circumstances, events or conditions occurred or exist which are
      a
      basis for any such action, proceeding or investigation. Except as set forth
      in
Schedule 4.8, the Seller is not subject to any Order entered in any
      lawsuit or proceeding relating to the Business or the Assets. Schedule
      4.8 also sets forth with respect to each pending or threatened action, suit
      or proceeding listed thereon, the amount of costs, expenses or damages the
      Seller has incurred to date. 

     

    4.9.
      Taxes. The Seller has filed or will file all tax returns and tax reports
      required to be filed by it with respect to the Business or the Assets,
      including, without limitation, those returns and reports pertaining to federal,
      state, provincial, local, foreign or other income taxes, gross receipt taxes,
      ad
      valorem taxes, transfer taxes, excise taxes, sales and use taxes, payroll taxes,
      withholding taxes, occupation taxes, property taxes and franchise taxes. All
      such tax returns and tax reports are or will be correct and complete, and all
      taxes, interest and penalties shown or claimed to be due thereon have been
      paid
      or will be paid when due. There are no Liens for taxes on the Assets or with
      respect to the Business.

     

    4.10.
      Liabilities. Except as set forth on the Balance Sheet or as set forth on
Schedule
      4.10, the Seller has no outstanding claims, liabilities or indebtedness of
      any
      nature whatsoever as to which the Seller is or may become responsible
      (collectively in this Section 4.10, “Liabilities”), whether accrued,
      absolute or contingent, determined or undetermined, asserted or unasserted,
      and
      whether due or to become due, other than (i) Liabilities specifically disclosed
      in any Schedule hereto; (ii) Liabilities under Contracts of the type required
      to
      be disclosed on any Schedule and so disclosed or which because of the dollar
      amount or other qualifications are not required to be listed on such Schedule;
      and (iii) Liabilities incurred in the ordinary course of business and consistent
      with past practice of the Seller since the Balance Sheet Date not involving
      borrowings.

     

    4.11.
      Insurance. Schedule 4.11 contains a true and complete list
      (including the names and addresses of the insurers, the names of the Persons
      to
      whom such insurance policies have been issued, the expiration dates thereof,
      the
      annual premiums and payment terms thereof, whether it is a “claims made” or an
“occurrence” policy and a brief description of the interests insured thereby) of
      all liability, property, workers’ compensation and other insurance policies
      currently in effect that insure the property, assets or business of the Seller
      or the employees of the Seller (other than self-obtained insurance policies
      by
      such employees). Each such insurance policy is valid and binding and in full
      force and effect, all premiums due thereunder have been paid and the Seller
      has
      not received any notice of cancellation or termination in respect of any such
      policy or default thereunder. In light of the nature of the Seller’s business,
      assets and properties, Seller believes they are in amounts and have coverage
      that are reasonable and customary
      for Persons engaged in the such business and having such assets and properties.
      Neither the Seller nor the Person to whom such policy has been issued has
      received notice that any insurer under any policy referred to in this Section
      4.11 is denying liability with respect to a claim thereunder or defending
      under a reservation of rights clause. The Seller has not filed for any claims
      exceeding $25,000 against any of its insurance policies, exclusive of automobile
      and health insurance policies. The Seller has not received any notice of
      cancellation of any such policy. The Seller has not received notice from any
      of
      the Seller’s insurance carriers that any premiums will be materially increased
      in the future or that any insurance coverage listed on Schedule 4.11 will not
      be
      available in the future on substantially the same terms now in
      effect.

     

    
      
        
        

      

      
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    4.12.
      Intellectual Properties. 

     

    4.12.1.
      Definitions. For purposes of this Agreement, the following terms have the
      following definitions:

     

    4.12.1.1.
      “Intellectual Property” shall include, without limitation, any or all of the
      following and all rights associated therewith: (a) all domestic and foreign
      patents, and applications therefore, and all reissues, reexaminations,
      divisions, renewals, extensions, continuations and continuations-in-part
      thereof; (b) all inventions (whether patentable or not), invention disclosures,
      improvements; (c) trade secrets, confidential and proprietary information,
      know
      how, technology, technical data and customer lists, financial and marketing
      data, pricing and cost information, business and marketing plans, databases
      and
      compilations of data, rights of privacy and publicity, and all documentation
      relating to any of the foregoing; (d) all copyrights, copyright registrations
      and applications therefore, unregistered copyrights, the content of all World
      Wide Web sites of the Seller, and all other rights corresponding thereto
      throughout the world; (e) all mask works, mask work registrations and
      applications therefore; (f) all industrial designs and any registrations and
      applications therefore; (g) all trade names, Seller names, logos, trade dress,
      common law trademarks and service marks, trademark and service mark
      registrations and applications therefore and all goodwill associated therewith;
      (h) any and all Internet domain names and Web sites (including all software
      and
      applications, and all components and/or modules thereof), used in connection
      therewith; and (i) all computer software including all source code, object
      code,
      firmware, development tools, files, records and data, all media on which any
      of
      the foregoing is recorded, and all documentation related to any of the
      foregoing.

     

    4.12.1.2.
      “Intellectual Property of the Seller” shall mean any Intellectual Property that:
      (a) is owned by or exclusively licensed to the Seller, or (b) which is used
      in
      the operation of the Business, but shall specifically not include any rights
      which are subject to an assignment in favor of clients of the
      Seller.

     

    4.13.
      Representations. Schedule 4.13 hereto contains an accurate and
      complete list of all patents, patent applications, registered trademarks,
      applications for registered trademarks, registered service marks, applications
      for registered service marks, logos, registered copyrights and applications
      for
      registered copyrights which are used in connection with the operation of the
      Business or the Assets (the “Registered IP”).

     

    
      
        
        

      

      
        8

        
          

        

      

       

    


    4.13.1.
      Except as set forth on Schedule 4.13, the registrations and applications
      of the Registered IP listed on Schedule 4.13 are owned by and are in the
      name of the Seller and are valid, in proper form, enforceable and subsisting,
      all necessary registration and renewal fees in connection with such
      registrations have been made and all necessary documents and certificates in
      connection with such registrations have been filed with the relevant patent,
      copyrights and trademark authorities in the United States or other jurisdiction
      for the purposes of maintaining such Intellectual Property registrations, and
      applications therefore.

     

    4.13.2.
      No registration, or application therefore, for any of the Registered IP has
      lapsed, expired, or been abandoned, and no such registrations, or applications
      therefore, are the subject of any opposition, interference, cancellation, or
      other legal, quasi-legal, or governmental proceeding pending before any
      governmental, registration, or other authority in any jurisdiction.


     

    4.13.3.
      Except as set forth on Schedule 4.13, (i) no Person has any rights to use
      any of the Intellectual Property of the Seller, (ii) the Seller has not granted
      to any Person, nor authorized any Person to retain, any rights in the
      Intellectual Property of the Seller, and (iii) the Seller owns all rights,
      title
      and interest in, or has the right to use, all Intellectual Property used in,
      or
      necessary for, the conduct of the Business, free and clear of all
      Liens.

     

    4.13.4.
      Except as set forth on Schedule 4.13, the consummation of the
      transactions contemplated hereby will not result in any loss or impairment
      of
      Seller’s rights to own or use any Intellectual Property, nor will such
      consummation require the consent of any third party in respect of any
      Intellectual Property.

     

    4.13.5.
      The operation of the Business does not infringe the Intellectual Property of
      any
      other Person.

     

    4.13.6.
      There are no proceedings pending or threatened against the Seller with respect
      to the Intellectual Property, or with respect to any other Intellectual
      Property, alleging the infringement or misappropriation by the Seller of any
      Intellectual Property of any Person.

     

    4.13.7.
      There are no claims pending or threatened challenging the validity of any
      Intellectual Property of the Seller or any Intellectual Property used by the
      Seller in the conduct of the Business.

     

    4.13.8.
      The Seller has not entered into or is otherwise bound by any consent,
      forbearance or any settlement agreement which limits the rights of the Seller
      to
      use the Intellectual Property of the Seller.

     

    4.13.9.
      To the knowledge of Seller no Person is infringing or misappropriating any
      of
      the Intellectual Property of the Seller.

     

    4.14.
      Compliance with Laws; Permits.

     

    4.14.1.
      Compliance. The Seller is, and the Business has been conducted, in
      compliance with all applicable Laws and Orders, except in each case (other
      than
      with respect to compliance
      with environmental Laws and Orders relating to the regulation or protection
      of
      the environment and public health and safety (“Environmental Laws and Orders”))
      where the failure to so comply would not reasonably be expected to have a
      Material Adverse Effect, including without limitation: (a) all laws and orders
      promulgated by the Federal Trade Commission or any other governmental or
      regulatory authority; (b) all Environmental Laws and Orders; and (c) all Laws
      and Orders relating to labor, civil rights, and occupational safety and health
      laws, worker’s compensation, employment and wages, hours and vacations, or pay
      equity. The Seller has not been charged with or threatened with or under any
      investigation with respect to, any charge concerning any violation of any Laws
      or Orders. 

     

    
      
        
        

      

      
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    4.14.2.
      Permits. With respect to the jurisdictions in which it conducts business,
      the Seller holds and is in compliance with all permits, licenses, and other
      government certificates, authorizations and approvals (“Permits”) required by
      any governmental or regulatory authority (including, without limitation, those
      Permits required under applicable Environmental Laws and Orders) for the
      operation of the Business as presently operated or used, except where the
      failure to have such Permits would not reasonably be expected to have a Material
      Adverse Effect. All of the Permits are in full force and effect and no action
      or
      claim is pending, or threatened, to revoke or terminate any such Permit or
      declare any such Permit invalid in any material respect Schedule 4.14.2
      sets forth a list of the Permits that are utilized by the Seller in the
      operation of the Business. 

     

    4.14.3.
      Hazardous Materials. There have been no chemicals, substances or
      materials listed under, governed or regulated by Environmental Laws and Orders
      (collectively “Hazardous Materials”) spilled, released, discharged, emitted or
      disposed of by the Business except in compliance with Environmental Laws and
      Orders. There is no existing contamination at, under or around any part of
      the
      Facility that would result in any Material Adverse Effect. The Seller has not
      received any notices, claims, demands, or requests for information from any
      governmental or regulatory authority or any third party with respect to
      Hazardous Materials generated, spilled, released, discharged, emitted or
      disposed of by the Business. True, complete and correct copies of the written
      reports, and all parts thereof, of all environmental audits or assessments
      that
      have been conducted with respect to the Business, either by the Seller or any
      environmental consultant or engineer engaged for such purpose, have been made
      available to Buyer.

     

    4.15.
      Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all
      work-in-process, accounts receivable, unbilled invoices (including without
      limitation unbilled invoices for services and out-of-pocket expenses) and other
      debts due or recorded in the records and books of account of the Seller as
      being
      due to the Seller and reflected on the Balance Sheet represent valid obligations
      arising from sales actually made or services actually performed in the ordinary
      course of business, will be good and collectible in full (less the amount of
      any
      provision, reserve or similar adjustment therefore reflected on the Balance
      Sheet) in the ordinary course of business, and none of the accounts receivable
      is or will be subject to any counterclaim or set-off except to the extent of
      any
      such provision, reserve or adjustment. There has been no change since the
      Balance Sheet Date in the amount or aging of the work-in-process, accounts
      receivable, unbilled invoices, or other debts due to the Seller, or the reserves
      with respect thereto, or accounts payable of the Seller which would have a
      Material Adverse Effect.

     

    
      
        
        

      

      
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    4.16.
      Employee Relations. Except as set forth on Schedule 4.16, (a) no
      unfair labor practice complaint against the Seller is pending before any
      governmental or regulatory authority; (b) there is no organized labor strike,
      dispute, slowdown or stoppage actually pending or threatened against or
      involving the Business; (c) there are no labor unions representing or attempting
      to represent the employees of the Seller; (d) no claim or grievance nor any
      arbitration proceeding arising out of or under any collective bargaining
      agreement is pending against the Seller, and no such claim or grievance has
      been
      threatened; (e) no collective bargaining agreement is currently being negotiated
      by the Seller; and (f) the Seller has not experienced any work stoppage or
      similar organized labor dispute. Except as set forth on Schedule 4.8,
      there is no legal action, suit, proceeding or claim pending or threatened
      between the Seller and any employees or former employees of the Seller, agents
      or former agents of the Seller, job applicants or any association or group
      of
      any employees of the Seller.

     

    4.17.
      Employee Benefit Matters. 

     

    4.17.1.
      List of Plans. Schedule 4.17.1 to this Agreement lists all
      employee benefit plans (as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”)) and all bonus, incentive,
      deferred compensation, stock option, restricted stock, stock appreciation
      rights, phantom stock rights, retiree medical or life insurance, supplemental
      retirement, severance or other benefit plans, programs or arrangements, and
      all
      termination, severance or other Contracts, whether covering one Person or more
      than one Person, and whether or not subject to any of the provisions of ERISA,
      which are or have been maintained, contributed to or sponsored by the Seller,
      any subsidiary of the Seller or any ERISA Affiliate (as defined in Section
      4.17.3) for the benefit of any employee (each item listed on Schedule
      4.16 being referred to herein individually, as a “Plan” and collectively, as
      the “Plans”). The Seller has delivered to the Buyer, to the extent applicable, a
      complete and accurate copy of: (a) each written Plan and descriptions of any
      unwritten Plan (including all amendments thereto whether or not such amendments
      are currently effective); (b) each summary plan description and all summaries
      of
      material modifications relating to a Plan; (c) each trust agreement or other
      funding arrangement with respect to each Plan, including insurance contracts;
      (d) the most recently filed IRS Form 5500 relating to each Plan; (e) the most
      recently received IRS determination letter for each Plan; and (f) the three
      most
      recently prepared actuarial reports and financial statements in connection
      with
      each Plan. The Seller has not made any commitment, (i) to create or cause to
      exist any Plan not set forth on Schedule 4.17.1 or (ii) to modify, change
      or terminate any Plan.

     

    4.17.2.
      Severance. None of the Plans, nor any employment agreement or other
      Contract to which the Seller is a party or bound, (a) provides for the payment
      of or obligates the Seller to pay separation, severance, termination or
      similar-type benefits to any Person; or (b) obligates the Seller to pay
      separation, severance, termination or similar-type benefits as a result of
      any
      transaction contemplated by this Agreement or as a result of a “change in
      control,” within the meaning of such term under Section 280G of the Internal
      Revenue Code, as amended (the “Code”), either alone or in conjunction with any
      subsequent occurrence.

     

    4.17.3.
      Multi-Employer Plans. Neither the Seller nor any ERISA Affiliate has
      maintained, contributed to or participated in a multi-employer plan (within
      the
      meaning of Section
      3(37) or 4001(a)(3) of ERISA) or a multiple employer plan subject to Sections
      4063 and 4064 of ERISA, nor has any obligations or liabilities, including
      withdrawal, reorganization or successor liabilities, regarding any such plan.
      As
      used herein, the term “ERISA
      Affiliate”
means
      any Person that is or has been a member of a controlled group of organizations
      (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) of which
      the Seller is a member.


    
      
        
        

      

      
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    4.17.4.
      Welfare Benefit Plans. The Seller has expressly reserved the right, in
      all Plan documents relating to welfare benefits provided to employees, former
      employees, officers, directors and other participants and beneficiaries, to
      amend, modify or terminate at any time the Plans which provide for welfare
      benefits, and is not aware of any fact, event or condition that could reasonably
      be expected to restrict or impair such rights. Except as required under Section
      601 of ERISA, neither the Seller nor any ERISA Affiliate has made any promises
      or commitments to provide, and is not obligated to provide (i) medical benefits
      (including without limitation through insurance) to retirees or former employees
      of the Seller or any ERISA Affiliate
      or their respective dependants, or (ii) life insurance or other death benefits
      to retired employees or former employees of the Seller or the Predecessor Entity
      or any ERISA Affiliate or their respective dependants.

     

    4.17.5.
      Administrative Compliance. Each Plan is now and has been operated in all
      material respects in accordance with the requirements of all applicable Laws,
      including, without limitation, ERISA, the Health Insurance Portability and
      Accountability Act of 1996 and the Code, the Age Discrimination in Employment
      Act, Family and Medical Leave Act, the Americans with Disabilities Act, the
      Equal Pay Act, and Title VII of the Civil Rights Act of 1964, and the
      regulations and authorities published thereunder. The Seller has performed
      all
      material obligations required to be performed by it under, is not in any respect
      in default under or in violation of, any default or violation by any Person
      under, any Plan. Except as set forth on Schedule 4.16, no legal action,
      suit, audit, investigation or claim is pending or threatened with respect to
      any
      Plan (other than claims for benefits in the ordinary course), and no fact,
      event
      or condition exists that would be reasonably likely to provide a legal basis
      for
      any such action, suit, audit, investigation or claim. All reports, disclosures,
      notices and filings with respect to such Plans required to be made to employees,
      participants, beneficiaries, alternate payees and any governmental or regulatory
      authority have been timely made or an extension has been timely obtained. With
      respect to any insurance policy providing funding for benefits or an investment
      alternative under any Plan, (i) no liability or loss shall be incurred by the
      Seller or any such Plan in the nature of a retroactive rate adjustment, loss
      sharing arrangement or other liability or loss, and (ii) no insurance Seller
      issuing any such policy is in receivership, conservatorship, liquidation or
      similar proceeding and no such proceedings with respect to any insurer are
      imminent.

     

    4.17.6.
      Tax-Qualification. Each Plan which is intended to be qualified under
      Sections 401(a) or 408(k) of the Code is qualified under Sections 401(a) and
      408(k) of the Code (and, if applicable, complies with the requirements of
      Section 401(k) of the Code), and has received a favorable determination letter
      from the IRS that it is so qualified. Each trust established in connection
      with
      any Plan which is intended to be exempt from federal income taxation under
      Section 501(a) of the Code is exempt under Section 501(a) of the Code and has
      received a determination letter from the IRS that it is so exempt; and no fact
      or event has occurred
      or condition exists since the date of such determination letter from the IRS
      which would be reasonably likely to adversely affect the qualified status of
      any
      such Plan or the exempt status of any such trust.

     

    
      
        
        

      

      
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    4.17.7.
      Funding; Excise Taxes. There has been no prohibited transaction (within
      the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect
      to
      any Plan subject to ERISA. Neither the Seller nor any subsidiary of the Seller
      has incurred any liability for any excise tax arising under Sections 4971,
      4972,
      4973, 4974, 4975, 4976, 4977, 4978, 4978B, 4979, 4979A, 4980, 4980B, 4980D
      or
      4980E of the Code or any civil penalty arising under Sections 409, 502(i) or
      502(l) of ERISA, and no fact, event or condition exists which could give rise
      to
      any such liability. Neither the Seller nor any ERISA Affiliate has incurred
      any
      liability under, arising out of or by operation of Section 302(c)(11) or Title
      IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty
      Corporation (“PBGC”) arising in the ordinary course), including, without
      limitation, any liability in connection with the termination of any employee
      benefit plan subject to Title IV of ERISA (a “Title IV Plan”); and, no fact,
      event or condition exists which could give rise to any such liability. No
      complete or partial termination has occurred within the five years preceding
      the
      date hereof with respect to any Plan maintained by the Seller or any ERISA
      Affiliate, and no reportable event (within the meaning of Section 4043 of
      ERISA), notice of which has not been waived by the PBGC, has occurred or is
      expected to occur with respect to any Plan maintained by the Seller or any
      ERISA
      Affiliate. The transactions contemplated by this Agreement will not result
      in
      liability to the Seller or the Buyer under Section 4069 of ERISA. No Title
      IV
      Plan or Plan subject to Section 302 of ERISA maintained by the Seller or any
      ERISA Affiliate had an accumulated funding deficiency (within the meaning of
      Section 302 of ERISA or Section 412 of the Code), whether or not waived, as
      of
      the most recently ended plan year of such Plan. None of the assets of the Seller
      or any ERISA Affiliate is the subject of any Lien arising under Section 302(f)
      of ERISA or Section 412(n) of the Code; neither the Seller nor any ERISA
      Affiliate has been required to post any security under Section 307 of ERISA
      or
      Section 401(a)(29) of the Code relating to any Plan; and no fact or event exists
      which could give rise to any such Lien or requirement to post any such security.
      As of the Closing Date, no Plan which is a Title IV Plan will have an “unfunded
      benefit liability” (within the meaning of Section 4001(a)(18) of ERISA) and no
      Plan which is subject to Section 302 of ERISA will have an “accumulated funding
      deficiency” (within the meaning of Section 302(a)(2) of ERISA).

     

    4.17.8.
      Tax Deductions. All contributions, premiums or payments (including all
      employer contributions and, if applicable, employee salary reduction
      contributions) required to be made, paid or accrued with respect to any Plan
      have been made, paid or accrued on or before their due dates, including
      extensions thereof. All such contributions have been fully deducted or in the
      case of the current year will be deducted for income tax purposes and no such
      deduction has been challenged or disallowed by any governmental or regulatory
      authority, and no fact or event exists which could give rise to any such
      challenge or disallowance.

     

    4.18.
      Interests in Customers, Suppliers, Etc. Except as set forth on
Schedule 4.18, no officer, director, or employee of the Seller, or any
      parent, brother, sister, child or spouse of any such officer, director, key
      executive or employee of the Seller (collectively, the “Related Group”), or any
      Person controlled by anyone in the Related Group:

     

    
      
        
        

      

      
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    4.18.1.
      owns, directly or indirectly, any interest in (excepting for ownership, directly
      or indirectly, of less than 1% of the issued and outstanding shares of any
      class
      of securities of a publicly held and traded Seller), or is an officer, director,
      employee, agent or consultant of, any Person which is, or is engaged in business
      as, a competitor, lessor, lessee, supplier, distributor of the
      Seller;

     

    4.18.2.
      owns, directly or indirectly, in whole or in part, any material tangible or
      intangible property (including, but not limited to Intellectual Property),
      that
      the Seller used in the conduct of the Business, other than immaterial personal
      items owned and used by employees at their work stations; or

     

    4.18.3.
      has any cause of action or other claim whatsoever against, or owes any amount
      to
      the Seller, except for claims in the ordinary course of business such as for
      accrued vacation pay, accrued benefits under employee benefit plans, and similar
      matters and agreements existing on the date hereof.

     

    4.19.
      No Changes Since the Balance Sheet Date. Since the Balance Sheet Date,
      except as specifically stated on Schedule 4.19, the Seller has not (i)
      incurred any liability or obligation of any nature (whether accrued, absolute,
      contingent or otherwise), except in the ordinary course of business, (ii)
      permitted any of its assets to be subjected to any Lien, (iii) sold, transferred
      or otherwise disposed of any assets except in the ordinary course of business,
      (iv) made any capital expenditure or commitment therefor which individually
      or
      in the aggregate exceeded $50,000; (v) declared or made any distributions on
      any
      equity interest or other equity or redeemed, purchased or otherwise acquired
      any
      other equity or any option, warrant or other right to purchase or acquire any
      such equity, (vi) made any bonus or profit sharing distribution, (vii) increased
      or prepaid its indebtedness for borrowed money, except current borrowings under
      credit lines, or made any loan to any Person other than to any employee for
      normal travel and expense advances, (viii) wrote down the value of any
      work-in-process, or wrote off as uncollectible any notes or accounts receivable,
      except write-downs and write-offs in the ordinary course of business, none
      of
      which individually or in the aggregate, were material to the Seller, (ix)
      granted any increase in the rate of wages, salaries, bonuses or other
      remuneration of any employee who, whether as a result of such increase or prior
      thereto, received aggregate compensation from the Seller at an annual rate
      of
      $5,000 or more, or except in the ordinary course of business to any other
      employees, (x) entered into any employment or exclusive consulting agreement
      which is not cancelable by the Seller without penalty or other financial
      obligation within 30 days, (xi) canceled or waived any claims or rights of
      material value, (xii) made any change in any method of accounting procedures,
      (xiii) otherwise conducted the Business or entered into any transaction, except
      in the usual and ordinary manner and in the ordinary course of its business,
      (xiv) amended or terminated any agreement which is material to the Business,
      (xv) renewed, extended or modified any lease of real property or any lease
      of
      personal property, except in the ordinary course of business, (xvi) adopted,
      amended or terminated any Plan or (xvii) agreed, whether or not in writing,
      to
      do any of the actions set forth in any of the above clauses. 

     

    4.20.
      Company Controls. The Seller has not and no officer, authorized agent,
      employee, or consultant has, directly or indirectly, used any corporate fund
      for
      unlawful contributions, gifts, or
      other
      unlawful expenses relating to political activity; made any unlawful payment
      to
      foreign or domestic government officials or employees or to foreign or domestic
      political parties or campaigns from corporate funds; established or maintained
      any unlawful or unrecorded fund of corporate monies or other assets; made any
      false or fictitious entry on its books or records; participated in any
      racketeering activity; or made any bribe, rebate, payoff, influence payment,
      kickback, or other unlawful payment, or other payment of a similar or comparable
      nature, to any Person, private or public, regardless of form, whether in money,
      property, or services, to obtain favorable treatment in securing business or
      to
      obtain special concessions, or to pay for favorable treatment for business
      secured or for special concessions already obtained.

     

    
      
        
        

      

      
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    4.21.
      Brokers. Other than as listed on Schedule 4.21, no broker, finder,
      agent or similar intermediary has acted on behalf of the Seller in connection
      with this Agreement or the transactions contemplated hereby, and no brokerage
      commissions, finder’s fees, consulting fees or similar fees or commissions are
      payable by the Seller in connection therewith based on any agreement,
      arrangement or understanding with any of them. 

     

    4.22.
      Copies of Documents. The Seller has caused to be made available for
      inspection and copying by the Buyer and its advisers, true, complete and correct
      copies of all documents referred to in this ARTICLE 4 or in any Schedule.


     

    4.23.
      Inventory. The Inventory included in the Financial Statements consists
      only of products of a quality and quantity usable and saleable in the ordinary
      course of business. The Seller is not in possession of any Inventory not owned
      by the Seller, including goods already sold. 

     

    4.24.
      No Material Adverse Change. Except as disclosed on Schedule 4.24,
      since the Balance Sheet Date, Seller has conducted its Business in the ordinary
      course and there has not occurred:

     

    4.24.1.
      any material uninsured damage to, destruction or loss of any Asset;

     

    4.24.2.
      any material revaluation by the Seller of any of the Assets, including, without
      limitation, writing down the value of Inventory; 

     

    4.24.3.
      any sale or transfer of a material amount of the Assets, other than sales of
      inventory in the ordinary course of business.

     

    4.24.4.
      any license, transfer, pledge, mortgage or other disposition of, or granting
      of
      a Lien on, any Asset material to the operation of the Business, except in the
      ordinary course of business or except as may be discharged prior to the
      Closing;

     

    4.24.5.
      any change in compensation payable to any employee other than in the ordinary
      course of business;

     

    4.24.6.
      any change in the accounting methods, practices or policies used by the Seller,
      except as required by applicable accounting authorities;

     

    
      
        
        

      

      
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    4.24.7.
      any settlement or compromise of any material litigation or governmental
      investigation involving the Business or any Asset; or

     

    4.24.8.
      any agreement, commitment or understanding, whether in writing or otherwise,
      for
      the Seller to take any of the actions specified in items 4.24.4, 4.24.5, 4.24.6
      or 4.24.7 above.

     

    4.25.
      Employees; Labor Relations.

     

    4.25.1.
      Schedule 4.25.1 sets forth, as of the date hereof, the names of all
      Persons employed by the Seller in the conduct of the Business (the “Seller
      Employees”). 

     

    4.25.2.
      With respect to the Business, the Seller has not received any written notice
      of
      any unfair labor practice complaints or any other action, suit, complaint,
      charge, arbitration, inquiry, proceeding or investigation pending before the
      National Labor Relations Board or any other agency having jurisdiction thereof
      and, to the Seller’s knowledge, no such complaint has been threatened. The
      Seller has not received any written notice of any activities or proceedings
      of
      any labor union (or representatives thereof) to organize any non union Seller
      Employees, or of any strikes, slowdowns, work stoppages, lockouts or threats
      thereof, by or with respect to any Seller Employees of the Seller and, to the
      Seller’s knowledge, within the twelve (12) months prior to the date of this
      Agreement, no such activities or proceedings are or were underway nor has the
      Seller been the subject of any strikes, slowdowns, work stoppages, lockouts
      or
      threats thereof. With respect to the Seller Employees, except as set forth
      on
      the Schedule 4.25.2, there are no unsatisfied claims, grievances,
      arbitration proceedings, workers’ compensation proceedings. The Seller is not a
      party to or otherwise bound by, any consent decree with, or citation by, any
      government agency relating to any Seller Employee or employment practices,
      wages, hours, and terms and conditions of employment with respect to the
      Business.

     

    ARTICLE
      5.

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    The
      Buyer
      hereby represents and warrants to the Seller, except as set forth on the
      Schedule of Exceptions to Representations and Warranties attached hereto as
      Exhibit ARTICLE 5 (the “Buyer Schedule of Exceptions”), the
      following:

     

    5.1.
      Subsidiaries. The Buyer does not presently own or control, directly or
      indirectly, any interest in any other corporation, association, or other
      business entity. The Buyer is not a party to any joint venture, partnership,
      or
      similar arrangement. 

     

    5.2.
      Organization, Good Standing, and Qualification. The Buyer is a
      corporation duly organized, validly existing, and in good standing under the
      laws of the State of Nevada, and has all requisite corporate power and authority
      to carry on its business as now conducted. The Buyer is duly qualified to
      transact business and is in good standing in each jurisdiction in which the
      failure
      so to qualify would have a Material Adverse Effect (as hereafter defined) on
      the
      Buyer’s business or properties.

     

    
      
        
        

      

      
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    5.3.
      Capitalization and Voting Rights. The number of authorized, issued and
      outstanding capital stock of the Buyer as of the date hereof is set forth in
      Schedule 5.3. Except as disclosed in Schedule 5.3, no securities
      of the Buyer are entitled to preemptive or similar rights, nor is any holder
      of
      securities of the Buyer entitled to preemptive or similar rights arising out
      of
      any agreement or understanding with the Buyer by virtue of any of the
      Transaction Documents (defined hereinafter). Except as disclosed in Schedule
      5.3, there are no outstanding options, warrants, script rights to subscribe
      to, calls or commitments of any character whatsoever relating to, or securities,
      except as a result of the purchase and sale of the Securities, or rights or
      obligations convertible into or exchangeable for, or giving any Person (as
      defined below) any right to subscribe for or acquire, any shares of capital
      stock, or contracts, commitments, understandings, or arrangements by which
      the
      Buyer is or may become bound to issue additional shares of capital stock, or
      securities or rights convertible or exchangeable into shares of capital
      stock.

     

    5.4.
      Authorization. All corporate action on the part of the Buyer, its
      officers, directors, and shareholders necessary for the authorization,
      execution, and delivery of this Agreement and applicable assignment and
      assumption documents (collectively, the “Transaction Documents”), the
      performance of all obligations of the Buyer hereunder and thereunder and the
      authorization, issuance (or reservation for issuance), and delivery of the
      assumption documents being issued hereunder, has been taken or will be taken
      prior to the Closing, and the Transaction Documents constitute valid and legally
      binding obligations of the Buyer, enforceable in accordance with their
      respective terms, except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief, or other equitable
      remedies, and (iii) to the extent the indemnification provisions contained
      in
      the Transaction Documents may be limited by applicable federal or state laws.
      

     

    5.5.
      Filings, Consents and Approvals. Except as set forth on Schedule
      5.5, the Buyer is not required to obtain any consent, waiver, authorization
      or order of, give any notice to, or make any filing or registration with, any
      court or other federal, state, local or other governmental authority or other
      Person in connection with the execution, delivery and performance by the Buyer
      of the Transaction Documents.

     

    5.6.
      Litigation. There is no action, suit, proceeding, claim or investigation
      pending or, to the knowledge of the Buyer, currently threatened against the
      Buyer which questions the validity of the Transaction Documents, or the right
      of
      the Buyer to enter into any of them, or to consummate the transactions
      contemplated hereby or thereby, or which might result, either individually
      or in
      the aggregate, in any material adverse changes in the assets, condition,
      affairs, or prospects of the Buyer, financially or otherwise, or any change
      in
      the current equity ownership of the Buyer, nor is the Buyer aware that there
      is
      any basis for the foregoing. The foregoing includes, without limitation,
      actions, pending or threatened (or any basis therefor known to the Buyer),
      involving the prior employment of any of the Buyer’s employees, their use in
      connection with the Buyer’s business of any information or techniques allegedly
      proprietary to
      any of
      their former employers, or their obligations under any agreements with prior
      employers. The Buyer is not a party or subject to the provisions of any order,
      writ, injunction, judgment, or decree of any court or government agency or
      instrumentality. 

     

    
      
        
        

      

      
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    5.7.
      Compliance with Other Instruments. The Buyer is not in violation or
      default of any provisions of its Certificate of Incorporation or Bylaws, as
      amended, or of any instrument, judgment, order, writ, decree, mortgage,
      indenture, lease, license or contract to which it is a party or by which it
      is
      bound or, to its knowledge, of any provision of federal, state, or local
      statute, rule, or regulation applicable to the Buyer, except as would not
      reasonably be expected, singly or in the aggregate, to have a material adverse
      effect. The execution, delivery, and performance of the Transaction Documents
      and the consummation of the transactions contemplated thereby will not result
      in
      any such violation or be in conflict with or constitute, with or without the
      passage of time and giving of notice, either a default under any such provision,
      instrument, judgment, order, writ, decree or contract, or an event which results
      in the creation of any lien, charge, or encumbrance upon any assets of the
      Buyer
      or the suspension, revocation, impairment, forfeiture, or non-renewal of any
      material permit, license, authorization, or approval applicable to the Buyer,
      its business or operations, or any of its assets or properties, except as would
      not reasonably be expected, singly or in the aggregate, to have a material
      adverse effect. 

     

    5.8.
      Permits. The Buyer has all material franchises, permits, licenses, and
      any similar authority necessary for the conduct of its business as now being
      conducted by it, the lack of which could materially and adversely affect the
      business, properties, prospects, or financial condition of the Buyer and
      believes it can obtain, without undue burden or expense, any similar authority
      for the conduct of its business as planned to be conducted. The Buyer is not
      in
      default in any material respect under any of such franchises, permits, licenses,
      or other similar authority. 

     

    5.9.
      Compliance with Laws. The conduct of business by the Buyer as presently
      and proposed to be conducted is not subject to continuing oversight,
      supervision, regulation or examination by any governmental official or body
      of
      the United States or any other jurisdiction wherein the Buyer conducts or
      proposes to conduct such business, except such regulation as is applicable
      to
      commercial enterprises generally. The Buyer has not received any notice of
      any
      violation of or noncompliance with, any federal, state, local or foreign laws,
      ordinances, regulations and orders (including, without limitation, those
      relating to environmental protection, occupational safety and health, federal
      securities laws, equal employment opportunity, consumer protection, credit
      reporting, "truth-in-lending", and warranties and trade practices) applicable
      to
      its business, the violation of, or noncompliance with, which would have a
      materially adverse effect on either the Buyer's business or operations, and
      the
      Buyer knows of no facts or set of circumstances which would give rise to such
      a
      notice. 

     

    5.10.
      Disclosure. This Agreement and any other statements or certificates made
      or delivered in connection herewith or therewith, when taken together with
      the
      Disclosure Materials (as defined below), do not contain any untrue statement
      of
      a material fact or omits to state a material fact necessary to make the
      statements herein or therein not misleading. 

     

    
      
        
        

      

      
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    5.11.
      Brokers. No broker, finder, agent or similar intermediary has acted on
      behalf of the Buyer in connection with this Agreement or the transactions
      contemplated hereby, and no brokerage commissions, finder’s fees or similar fees
      or commissions are payable by the Buyer in connection therewith based on any
      agreement, arrangement or understanding with any of them.

     

    5.12.
      No Misrepresentation. No representation or warranty by the Buyer in this
Agreement
      (including Schedules and Exhibits) contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements
      contained in this Agreement not misleading.

     

    ARTICLE
      6.

    COVENANTS
      OF THE SELLER

     

    The
      Seller covenants and agrees with the Buyer as follows:

     

    6.1.
      Conduct of Business Prior to the Closing Date. From and after the date
      hereof until the Closing Date or earlier termination of this Agreement, Seller
      shall:

     

    6.1.1.
      Carry on the Business in substantially the same manner as it has heretofore
      been
      conducted;

     

    6.1.2.
      Maintain and keep the Assets in as reasonable condition and repair, reasonable
      wear and tear excepted, as the condition and repair the Assets are in as of
      the
      date hereof;

     

    6.1.3.
      Not sell, lease, pledge, mortgage or otherwise dispose of or encumber any of
      the
      Assets except for the sale, lease, pledge, mortgage or disposal or encumbrance
      of any of the Assets, including Inventory, in the ordinary course of business
      which would not, individually or in the aggregate, be material to the operation
      of the Business.

     

    6.1.4.
      Perform all of its obligations under the Contracts and Assigned
      Leases;

     

    6.1.5.
      Not (i) enter into any contract outside the ordinary course of business, (ii)
      modify or change any material contract, (iii) cancel any debts or waive any
      claims or rights where such cancellation or waiver would reasonably be expected
      to have a material adverse effect, or (iv) make any loan to, or enter into
      any
      business transaction, agreement, arrangement or understanding of any other
      nature with, any employee of the Business or any officer or director of the
      Seller or any affiliate or associate of any such officer or
      director;

     

    6.1.6.
      Not (i) grant any increases in wages, salaries or benefits of any of the Seller
      Employees except increases in the ordinary course of business in accordance
      with
      the Seller’s existing policies, (ii) enter into any employment agreements with
      respect to any employees of the Business, (iii) pay or agree to pay any pension,
      retirement allowance or other employee benefit not required by any existing
      plan, agreement or arrangement to any officer or employee of the Business,
      whether past or present, or (iv) with respect to the Seller’s Employees, commit
      to any additional pension, profit-sharing, bonus, incentive, deferred
compensation,
      group insurance, severance pay, retirement or other employee benefit plan,
      agreement or arrangement, or to any employment or consulting agreement with
      or
      for the benefit of any Seller Employee, or to terminate or amend any of such
      plans or any of such agreements in existence on the date of this
      Agreement;

     

    
      
        
        

      

      
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    6.1.7.
      Not take any action that would prevent the transfer of the Assets to the Buyer
      at the Closing, pursuant to the terms of this Agreement, free and clear of
      all
      Liens;

     

    6.1.8.
      Maintain its books, accounts and records with respect to the Business and the
      Assets in the usual, regular and ordinary manner, and comply with all
      Laws;

     

    6.1.9.
      Keep and maintain all permits in full force and effect, continue their business
      pursuant to such permits and take all steps necessary to meet requirements
      on
      pending applications for permits;

     

    6.1.10.
      Continue to operate and maintain the Business and the Assets in accordance
      with
      applicable Laws; 

     

    6.1.11.
      Use commercially reasonable efforts consistent with sound business judgment
      to
      preserve intact its present business and organization, to retain the services
      of
      its present employees, to preserve its relationships with its customers,
      suppliers and others having business relationships with it.

     

    6.2.
      Access by the Buyer to Properties and Records; Furnishing Information.
      Following the date hereof, the Seller will make available to the Buyer and
      its
      representatives, from time to time as the Buyer may reasonably request, copies
      of all records, documentation and other data retained by the Seller, consistent
      with the Seller’s document retention policies and past practice, relating to the
      Business, the Assets and the Assumed Liabilities as may be reasonably required
      to enable the Buyer to defend against or assert claims related to or arising
      from ownership of the Assets, the assumption of the Assumed Liabilities and
      to
      handle tax and financial audits involving the Business and otherwise cooperate
      and assist, to the extent reasonably requested by the Buyer, with Buyer’s
      investigation of the properties, assets and financial condition related to
      the
      Seller and involving the Business; provided, however, that the Buyer agrees
      to
      hold such records in confidence, except to the extent required to defend or
      assert such claims and to handle such audits, and to return the same to the
      Seller promptly upon the conclusion of their use by the Buyer for the purposes
      herein specified.

     

    6.3.
      Third-Party Consents. Following the date hereof, the Seller shall use
      commercially reasonable efforts to obtain as expeditiously as possible all
      consents required to consummate the transactions contemplated under this
      Agreement.

     

    6.4.
      Transfer of Warranties. In the event that any of the Assets are under any
      warranty or vendor’s indemnification agreement from the manufacturer or the
      original seller thereof, the Buyer may be entitled to the benefit of the
      warranty or vendor’s indemnification agreement to the extent that the warranty
      or vendor’s indemnification agreement is available to the transferee,
and
      the
      Seller shall, at Buyer’s expense, execute such instruments as may be required to
      transfer the warranty to the Buyer.

     

    
      
        
        

      

      
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    6.5.
      Negotiations with Third Parties. From the date hereof through the Closing
      Date or earlier termination of this Agreement, neither the Seller nor any of
      their respective officers, directors, agents or employees will initiate or
      solicit proposals or conduct negotiations for the sale, transfer or other
      disposition of the Business or any of the Assets with any prospective purchasers
      other than the Buyer.

     

    6.6.
      Insurance. The Seller shall maintain in full force and effect all
      policies of insurance in effect in connection with the Assets and the Business
      on the date of this Agreement.

     

    6.7.
      Delivery of Financial Statements. Seller shall, at the cost of Buyer,
      cooperate in providing Buyer with such accounting records and reporting
      (including audited financial statements for such time period as Buyer may
      request) as Buyer may reasonably need to pursue business opportunities,
      including without limitation, acquisition transactions. This obligation shall
      survive the Closing.

     

    ARTICLE
      7.

    CONDITIONS
      TO OBLIGATIONS OF THE BUYER

     

    The
      obligations of the Buyer under this Agreement are subject to the satisfaction
      at
      or prior to the Closing Date of the following conditions, any of which may
      be
      waived in whole or in part by the Buyer in its sole discretion by delivery
      of a
      written notice to that effect to the Seller, which shall constitute a release
      by
      the Buyer with respect to such condition.

     

    7.1.
      Assigned Leases; Estoppel Certificates. As of the Closing Date, the
      Seller shall have obtained a fully executed Estoppel Certificate for each
      Assigned Lease listed on Schedule 7.1, attached hereto. Each Estoppel
      Certificate shall be in a form reasonably satisfactory to the Buyer and shall
      provide that (i) the subject Lease is in full force and effect, (ii) all rent
      is
      current, and (iii) there are no other outstanding, past due obligations owed
      by
      the Seller. Seller will use its best efforts to obtain the Estoppel
      Certificates. The failure to obtain one or more of such Estoppel Certificates
      shall be a condition precedent to Buyer’s obligations at the
      Closing.

     

    7.2.
      Corporate Approvals. As of the Closing Date, the Seller shall have
      secured all authorizations made necessary by applicable corporate Laws and
      the
      Seller’s organizational documents (the “Corporate Approvals”).

     

    7.3.
      Non-Competition Agreements. As of the Closing Date, the Buyer and each of
      Geoffrey Donaldson, Paul Block and Matthew Harriton shall enter into two (2)
      year non-competition agreements, all of which shall be in the form attached
      as
Exhibit “A” (the “Non-Competition Agreements”).

     

    7.4.
      No Litigation. At the Closing Date, no litigation, proceeding,
      investigation, or inquiry shall be pending or to Seller’s knowledge, threatened
      before any court or other governmental
      authority to enjoin or prevent the consummation of the transactions contemplated
      by this Agreement, or involving any of the Assets.

    


    
      
        
        

      

      
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    7.5.
      No Casualty. Prior to the Closing Date, there shall not have occurred any
      single uninsured casualty in or to any of the Assets as a result of which the
      monetary amount of damage or destruction totals $25,000 or a lesser amount
      if
      such damage or destruction has or would reasonably be expected to have a
      material adverse effect, unless the Seller agrees to replace the damaged or
      destroyed Assets (at no cost to the Buyer) or unless the parties mutually agree
      to an adjustment in the Purchase Price.

     

    7.6.
      Truth of Representations and Warranties. The representations and
      warranties of the Seller contained herein shall be true and correct in all
      material respects at and as of the Closing as if made as of the Closing. The
      Seller shall furnish the Buyer with appropriate officers’ certificates, dated
      the Closing Date, to that effect.

     

    7.7.
      Performance by the Seller. All of the covenants and agreements required
      by this Agreement to have been performed and complied with by the Seller shall
      have been performed and complied with by the Seller in all material respects
      prior to or on the Closing Date. The Seller shall have delivered to the Buyer
      appropriate officers’ certificates to that effect dated the Closing
      Date.

     

    7.8.
      No Material Adverse Change. There shall have not been any adverse change
      in the financial condition or property of the Business as such is currently
      conducted, the effect of which is materially adverse to the value of the Assets
      taken as a whole or materially adverse to the Business, the condition (financial
      or otherwise) or results of operations of the Business, in each case taken
      as a
      whole.

     

    7.9.
      Other Deliverables. The Seller shall have delivered to the Buyer those
      items set forth in Section 9.3 hereof.

     

    ARTICLE
      8.

    CONDITIONS
      TO OBLIGATIONS OF THE SELLER

     

    The
      obligations of the Seller under this Agreement are subject to the satisfaction
      at or prior to the Closing Date of the following conditions, any of which may
      be
      waived in whole or in part by the Seller in its sole discretion by delivery
      of a
      written notice to that effect to the Buyer, which shall constitute a release
      by
      the Seller with respect to such condition.

     

    8.1.
      No Litigation. At the Closing Date, no litigation, proceeding,
      investigation, or inquiry shall be pending or threatened to enjoin or prevent
      the consummation of the transactions contemplated by this
      Agreement.

     

    8.2.
      Truth of Representations and Warranties. The representations and
      warranties of the Buyer, contained herein, shall be true and correct in all
      material respects at and as of the Closing as if made as of the Closing. The
      Buyer shall have delivered to the Seller an appropriate officer’s certificate to
      that effect dated the Closing Date.


    
      
        
        

      

      
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    8.3.
      Performance by the Buyer. All of the covenants and agreements required by
      this Agreement to have been performed and complied with by the Buyer shall
      have
      been performed and complied with by the Buyer in all material respects prior
      to
      or on the Closing Date. The Buyer shall have delivered to the Seller an
      appropriate officer’s certificate to that effect dated the Closing
      Date.

     

    8.4.
      Corporate Approvals. As of the Closing Date, Seller shall have secured
      all of the Corporate Approvals. 

     

    8.5.
      Other Deliverables. The Buyer shall have delivered to the Seller those
      items set forth in Section 9.2 hereof, duly executed by the
      Buyer.

     

    ARTICLE
      9.

    CLOSING

     

    9.1.
      The Closing Date. The Closing shall take place at the offices of Beckman,
      Lieberman & Barandes, LLP, at 10:00 a.m., on or before June 1, 2005, or at
      such other place, date and time as the parties may agree upon in writing. Such
      date is herein called the “Closing Date.” If all of the conditions specified in
ARTICLE 8 and ARTICLE 7 shall have been fulfilled or waived in
      writing by the Buyer or by the Seller, as the case may be, on or by the Closing
      Date, then, on the Closing Date, the Buyer and the Seller shall make the
      deliveries set forth in Sections 9.2 and 9.3,
      respectively.

     

    9.2.
      Deliveries by the Buyer. Subject to the terms and conditions of this
      Agreement, at the Closing, the Buyer shall deliver or cause to be delivered
      to
      the Seller:

     

    9.2.1.
      the Purchase Price as specified in ARTICLE 3, above; 

     

    9.2.2.
      a
      fully executed Assignment and Assumption Agreement in the form set forth on
      Exhibit “B”, attached hereto;

     

    9.2.3.
      fully executed assignments of leases (the “Assignments of Leases”) in the form
      set forth on Exhibit “C”, attached hereto, for each of the Assigned
      Leases.

     

    9.2.4.
      resolutions of the Board of Directors of the Buyer, certified by an officer
      of
      the Buyer, authorizing the execution of this Agreement and the transactions
      contemplated hereby and thereby;

     

    9.2.5.
      the certificates referred to in Sections 8.2 and 8.3;
      and

     

    9.2.6.
      a
      certificate dated within thirty (30) days prior to the Closing Date from the
      Secretary of State of the state of organization of Buyer, certifying that the
      Buyer is validly existing and in good standing under the laws of said state;
      


    
      
        
        

      

      
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    9.3.
      Deliveries by the Seller. Subject to the terms and conditions of this
      Agreement, at the Closing, the Seller shall deliver or cause to be delivered
      to
      the Buyer:

     

    9.3.1.
      a
      fully executed general assignment and bill of sale in the form set forth as
      Exhibit “D”;

     

    9.3.2.
      a
      fully executed Assignment and Assumption Agreement; 

     

    9.3.3.
      the Assignments of Leases; 

     

    9.3.4.
      fully executed Estoppel Certificates as required by Section
      7.1.

     

    9.3.5.
      fully executed Non-Competition Agreements;

     

    9.3.6.
      resolutions of the Seller, certified by an officer of the Seller, authorizing
      the execution of this Agreement and the transactions contemplated hereby and
      thereby; 

     

    9.3.7.
      resolutions of the members of the Seller, authorizing the execution of this
      Agreement and the transactions contemplated hereby and thereby;

     

    9.3.8.
      the certificates referred to in Section 7.6 and 7.7;

     

    9.3.9.
      a
      certificate dated within thirty (30) days prior to the Closing Date from the
      Secretary of State of the State of New York certifying that Seller is validly
      existing and in good standing under the laws of the State of New York;


     

    9.3.10.
      a
      fully executed Sub-License, Development and Technology Transfer Agreement for
      Versadial® Delivery Pump between the Seller and Buyer;

     

    9.4.
      Rights to Possession. The Buyer’s right to possession of the Assets shall
      commence at the close of business on the Closing Date, and the Buyer shall
      take
      possession of the Assets at the places they are located on the Closing
      Date.

     

    ARTICLE
      10.

    SALES
      AND TRANSFER TAXES

     

    Buyer
      shall be responsible for and shall pay all sales, bulk sales, use, transfer
      (or
      stamp duty) and documentary taxes and recording and filing fees, if any,
      including, without limitation, all state or county sales taxes and any other
      charges applicable to the transfer of the Assets and the assumption of the
      Assumed Liabilities provided for by this Agreement. 

     

    
      
        
        

      

      
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    ARTICLE
      11.

    SURVIVAL
      OF REPRESENTATIONS, WARRANTIES, COVENANTS AND

    AGREEMENTS


    11.1.
      Survival of Representatives and Warranties. The representations,
      warranties, covenants and agreements of each of the Sellers and the Buyer shall
      survive the Closing for a period of eighteen (18) months. 

     

    11.2.
      Notice of Claim. In the event notice of any claim for indemnification is
      given (as provided for in ARTICLE 12 (Indemnification)) within the applicable
      survival period and not resolved within such period, the representations,
      warranties, covenants and agreements that are the subject of such
      indemnification claim shall survive until such time as such claim or claims
      are
      finally resolved but only with respect to the specific unresolved claim or
      claims made within the applicable survival period.

     

    ARTICLE
      12. 

    INDEMNIFICATION

     

    12.1.
      Indemnification of the Buyer Indemnified Parties. Subject to ARTICLE
      11 (Survival of Representations, Warranties, Covenants and Agreements) and
      the limitations contained in Section 12.4.1 and 12.5, the Seller hereby
      agrees, on a joint and several basis to indemnify the Buyer and its affiliates,
      stockholders, officers, directors, employees, agents, representatives and
      successors and assigns (individually a “Buyer Indemnified Party” and
      collectively the “Buyer Indemnified Parties”) against, and to protect, save and
      keep harmless the Buyer Indemnified Parties from, and to pay on behalf of or
      reimburse the Buyer Indemnified Parties as and when incurred for, any and all
      liabilities (including liabilities for Taxes), obligations, losses, damages,
      penalties, demands, claims, actions, suits, judgments, settlements, penalties,
      interest, out-of-pocket costs, expenses and disbursements (including reasonable
      costs of investigation, and reasonable attorneys’, accountants’ and expert
      witnesses’ fees) of whatever kind and nature (collectively, “Losses”), incurred
      by any Buyer Indemnified Party as a consequence of, in connection with, incident
      to, resulting from or arising out of or in any way related to or by virtue
      of:
      (a) (i) in the case of any of the Seller, any misrepresentation, inaccuracy
      or
      breach of any warranty or representation contained in Sections 4.2
      through 4.25 or in any certificate delivered by any of such parties with
      respect to such sections at the Closing, (ii) in the case of the Seller, any
      action, demand, proceeding, investigation or claim by any third party (including
      any governmental or regulatory authority) against or affecting any Buyer
      Indemnified Party which may give rise to or evidence the existence of or relate
      to a misrepresentation or breach of any of the representations and warranties
      of
      such person contained in ARTICLE 4 hereof or in any certificate delivered
      by Seller at the Closing; (c) in the case of the Seller, any breach or failure
      by such person to comply with, perform or discharge any obligation, agreement
      or
      covenant by such Seller contained in this Agreement; and (d) in the case of
      the
      Seller, any liability or obligation or any assertion against any Buyer
      Indemnified Party, arising out of or relating, directly or indirectly, in whole
      or in part, out of the conduct of the Business prior to the Closing or any
      of
      the Retained Liabilities.

     

    12.2.
      Indemnification of the Seller Indemnified Parties. Subject to ARTICLE
      11 (Survival of Representations, Warranties, Covenants and Agreements) and
      the limitations set forth in Section 12.4.2, the Buyer hereby agrees to
      indemnify the Seller and its affiliates, stockholders, officers, directors,
      shareholders employees, agents, representatives and successors, permitted
      assignees (individually, a “Seller Indemnified Party” and collectively, the
“Seller Indemnified
      Parties”) against, and to protect, save and keep harmless the Seller Indemnified
      Parties from, and to pay on behalf of or reimburse the Seller Indemnified
      Parties as and when incurred for, any and all Losses that may be imposed on
      or
      incurred by the Seller Indemnified Parties as a consequence of, in connection
      with, incident to, resulting from or arising out of or in any way related to
      or
      by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty
      or
      representation of the Buyer contained in ARTICLE 5 hereof or in any
      certificate delivered by the Buyer at the Closing; or (b) any action, demand,
      proceeding, investigation or claim by any third party (including any
      governmental or regulatory authority) against any Seller Indemnified Party
      which
      may give rise to or evidence the existence of or relate to a misrepresentation
      or breach of any of the representations and warranties of the Buyer contained
      in
ARTICLE 5 hereof or in any certificate delivered by the Buyer at the
      Closing; (c) any breach or failure by the Buyer to comply with, perform or
      discharge any obligation, agreement or covenant by the Buyer contained in this
      Agreement or (d) any liability or obligation or any assertion against any Seller
      Indemnified Party, arising out of or relating directly to, the conduct of the
      Seller’s business after the Closing to the extent and only to the extent such
      liability or obligation relates to the Assumed Liabilities.

     

    
      
        
        

      

      
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    12.3.
      Indemnification Procedures.

     

    12.3.1.
      Non-Third Party Claims

     

    12.3.1.1.
      In the event that any Person entitled to indemnification under this Agreement
      (an “Indemnified Party”) asserts a claim for indemnification which does not
      involve a Third Party Claim (as defined in Section 12.3.2) (the
“Non-Third Party Claim”, against which a Person is required to provide
      indemnification under this Agreement (an “Indemnifying Party”, the Indemnified
      Party shall give written notice to the Indemnifying Party (the “Non-Third Party
      Claim Notice”, which Non-Third Party Claim Notice shall (i) describe the claim
      in reasonable detail, and (ii) indicate the amount (estimated, if necessary,
      and
      to the extent feasible) of the Losses that have been or may be suffered by
      the
      Indemnified Party. 

     

    12.3.1.2.
      The Indemnifying Party may acknowledge and agree by written notice (the
“Non-Third Party Acknowledgment of Liability”) to the Indemnified Party to
      satisfy the Non-Third Party Claim within thirty (30) days of
      receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying
      Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide
      written notice of such dispute (the “Non-Third Party Dispute Notice”) to the
      Indemnified Party within thirty (30) days of receipt of the
      Non-Third Party Claim Notice (the “Non-Third Party Dispute Period”), setting
      forth a reasonable basis of such dispute. In the event that the Indemnifying
      Party shall fail to deliver the Non-Third Party Acknowledgment of Liability
      or
      Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the
      Indemnifying Party shall be deemed to have acknowledged and agreed to pay the
      Non-Third Party Claim in full and to have waived any right to dispute the
      Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed
      to pay any Non-Third Party Claim pursuant to this Section, or once any
      dispute under this Section has been finally resolved in favor of
      indemnification by a court or other tribunal of competent jurisdiction, the
      Indemnifying Party shall pay the amount of such Non-Third Party Claim to the
      Indemnified Party
      within ten (10) days of the date of acknowledgment or resolution,
      as the case may be, to such account and in such manner as is designated in
      writing by the Indemnified Party.

     

    
      
        
        

      

      
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    12.3.2.
      Third Party Claims.

     

    12.3.2.1.
      In the event that any Indemnified Party asserts a claim for indemnification
      or
      receives notice of the assertion of any claim or of the commencement of any
      action or proceeding by any Person who is not a party to this Agreement or
      an
      affiliate of a party to this Agreement (a “Third Party Claim”) in respect of
      which such Indemnified Party is entitled to indemnification by an Indemnifying
      Party under this Agreement, the Indemnified Party shall give written notice
      to
      the Indemnifying Party (the “Third Party Claims Notice”) within ten
      (10) Business Days after learning of such Third Party Claim (or within
      such shorter time as may be necessary to give the Indemnifying Party a
      reasonable opportunity to respond to such claim), together with a statement
      specifying the basis of such Third Party Claim. The Third Party Claims Notice
      shall (i) describe the claim in reasonable detail, and (ii) indicate the amount
      (estimated, if necessary, and to the extent feasible) of the Losses that have
      been or may be suffered by the Indemnified Party. The Indemnifying Party must
      provide written notice to the Indemnified Party that it is either (i) assuming
      responsibility for the Third Party Claim or (ii) disputing the claim for
      indemnification against it (the “Indemnification Notice”) . The Indemnification
      Notice must be provided by the Indemnifying Party to the Indemnified Party
      with
ten (10) days after receipt of the Third Party Claims Notice or
      within such shorter time as may be necessary to give the Indemnified Party
      a
      reasonable opportunity to respond to such Third Party Claim (the
“Indemnification Notice Period”) .

     

    12.3.2.2.
      If the Indemnifying Party provides an Indemnification Notice to the Indemnified
      Party within the Indemnification Notice Period that it assumes responsibility
      for the Third Party Claim, the Indemnifying Party shall conduct at its expense
      the defense against such Third Party Claim in its own name, or if necessary
      in
      the name of the Indemnified Party. The Indemnification Notice shall specify
      the
      counsel it will appoint to defend such claim (“Defense Counsel”);
provided, however, that the Indemnified Party shall have the right
      to approve the Defense Counsel, which approval shall not be unreasonably
      withheld or delayed. In the event that the Indemnifying Party fails to give
      the
      Indemnification Notice within the Indemnification Notice Period, the Indemnified
      Party shall have the right to conduct the defense and to compromise and settle
      such Third Party Claim without the prior consent of the Indemnifying Party
      and
      the Indemnifying Party will be liable for all costs, expenses, settlement
      amounts or other Losses paid or incurred in connection therewith.

     

    12.3.2.3.
      In the event that the Indemnifying Party disputes the claim for indemnification
      against it, such Indemnifying Party shall notify the Indemnified Party to such
      effect within ten (10) days after receipt of the Third Party
      Claims Notice (or within such shorter time as may be necessary to give the
      Indemnified Party a reasonable opportunity to respond to such Third Party Claim)
      by delivering written notice thereof to the Indemnified Party. In such event,
      the Indemnified Party shall have the right to conduct the defense and to
      compromise and settle such Third Party Claim, without the prior consent of
      the
      Indemnifying Party. Once such dispute has been finally resolved in favor of
      indemnification by a court or other tribunal of competent jurisdiction or by
      mutual agreement of the Indemnified Party and Indemnifying Party, the
      Indemnifying Party shall within ten (10) days of the date of such
      resolution or agreement, pay to the Indemnified Party all Losses paid or
      incurred by the Indemnified Party in connection therewith. 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    12.3.2.4.
      In the event that the Indemnifying Party delivers an Indemnification
      Notice pursuant to which it elects to conduct the defense of the Third Party
      Claim, the Indemnifying Party shall be entitled to have the exclusive control
      over the defense of the Third Party Claim and the Indemnified Party will
      cooperate in good faith with and make available to the Indemnifying Party such
      assistance and materials as it may reasonably request, all at the expense of
      the
      Indemnifying Party. The Indemnified Party shall have the right at its expense
      to
      participate in the defense assisted by counsel of its own choosing. The
      Indemnifying Party will not settle the Third Party Claim or cease to defend
      against any Third Party Claim as to which it has delivered an Indemnification
      Notice (as to which it has assumed responsibility for the Third Party Claim),
      without the prior written consent of the Indemnified Party, which consent will
      not be unreasonably withheld or delayed; provided, however, such
      consent may be withheld for any reason if, as a result of such settlement or
      cessation of defense, (i) injunctive relief or specific performance would be
      imposed against the Indemnified Party, or (ii) such settlement or cessation
      would lead to liability or create any financial or other obligation on the
      part
      of the Indemnified Party for which the Indemnified Party is not entitled to
      indemnification hereunder. 

     

    12.3.2.5.
      If an Indemnified Party refuses to consent to a bona fide offer of settlement
      which the Indemnifying Party wishes to accept, which provides for a full release
      of the Indemnified Party and its affiliates relating to the Third Party Claims
      underlying the offer of settlement and solely for a monetary payment, the
      Indemnified Party may continue to pursue such matter, free of any participation
      by the Indemnifying Party, at the sole expense of the Indemnified Party. In
      such
      an event, the obligation of the Indemnifying Party shall be limited to the
      amount of the offer of settlement which the Indemnified Party refused to accept
      plus the reasonable costs and expenses of the Indemnified Party incurred prior
      to the date the Indemnifying Party notified the Indemnified Party of the offer
      of settlement.

     

    12.3.2.6.
      Notwithstanding Section 12.3.2.5 above, the Indemnifying Party shall not be
      entitled to control, but may participate in, and the Indemnified Party shall
      be
      entitled to have sole control over, the defense or settlement of (x) that part
      of any Third Party Claim (i) that seeks a temporary restraining order, a
      preliminary or permanent injunction or specific performance against the
      Indemnified Party, or (ii) to the extent such Third Party Claim involves
      criminal allegations against the Indemnified Party or (y) the entire Third
      Party
      Claim (i) if such Third Party Claim would impose liability on the part of the
      Indemnified Party in an amount which is greater than the amount as to which
      the
      Indemnified Party is entitled to indemnification under this Agreement or (ii)
      that if unsuccessful, would set a precedent that would have a material adverse
      effect on, the business or financial condition of the Indemnified Party. In
      the
      event the Indemnified Party retains control of the Third Party Claim, the
      Indemnified Party will not settle the subject claim without the prior written
      consent of the Indemnifying Party, which consent will not be unreasonably
      withheld or delayed.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    12.3.2.7.
      A failure by an Indemnified Party to give timely, complete or accurate notice
      as
      provided in this Section will not affect the rights or obligations of any party
      hereunder except and only to the extent that, as a result of such failure,
      any
      party entitled to receive such notice was deprived of its right to recover
      any
      payment under its applicable insurance coverage or was otherwise directly and
      materially damaged as a result of such failure to give timely
      notice.

     

    12.4.
      Limitations On and Other Matters Regarding Indemnification.

     

    12.4.1.
      Termination of Indemnification Obligations of Seller Subject to
Sections 12.5 and 12.6, the obligation of Seller to indemnify
      under Section 12.1 hereof shall terminate on the date that is eighteen
      (18) months following the Closing Date, except as to matters as to which the
      Buyer Indemnified Party has made a claim for indemnification on or prior to
      such
      date, in which case the right to indemnification with respect thereto shall
      survive the expiration of such period until such claim for indemnification
      is
      finally resolved and any obligations with respect thereto are fully
      satisfied.

     

    12.4.2.
      Termination of Indemnification Obligations of the Buyer Subject to
Section 12.6, the obligation of the Buyer to indemnify under Section
      12.2 hereof shall terminate on the date that is eighteen (18) months
      following the Closing Date, except as to matters as to which any Seller
      Indemnified Party has made a claim for indemnification on or prior to such
      date,
      in which case the right to indemnification with respect thereto shall survive
      such period until such claim for indemnification is finally resolved and any
      obligations with respect thereto are fully satisfied.

     

    12.5.
      Indemnity Cushion and Cap.

     

    12.5.1.
      Subject to Section 12.6, the Seller shall not have any liability to any
      Buyer Indemnified Party with respect to Losses arising out of any of the matters
      referred to in Section 12.1 until such time as the amount of such
      liability shall exceed $25,000 in the aggregate.

     

    12.5.2.
      Subject to Section 12.6, the Buyer shall not have any liability to any
      Seller Indemnified Party with respect to Losses arising out of any of the
      matters referred to in Section 12.2 until such time as the amount of such
      liability shall exceed $25,000 in the aggregate.

     

    12.5.3.
      Subject to Section 12.6, the maximum liability of the Seller to all Buyer
      Indemnified Parties with respect to all Losses arising out of any of the matters
      referred to in Section 12.1 shall not exceed $250,000 in the
      aggregate.

     

    12.5.4.
      Subject to Section 12.6, the maximum liability of the Buyer to all Seller
      Indemnified Parties with respect to all Losses arising out of any of the matters
      referred to in Section 12.2 shall not exceed $250,000 in the
      aggregate.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    12.6.
      Limitations.



    12.6.1.
      The limitations set forth above in Section 12.5 shall in no event (a)
      apply to any Losses incurred by a Buyer Indemnified Party which relate, directly
      or indirectly, to (i) any fraudulent acts committed by Seller, or (y) the
      covenant contained in the last sentence of ARTICLE 14, or (b) apply to any
      Losses incurred by a Seller Indemnified Party which relate, directly or
      indirectly, to any fraudulent acts committed by the Buyer.

     

    12.6.2.
      The limitations set forth in Section 12.4.1 shall not apply to any breach
      of a representation or warranty contained in Sections 4.1 (first sentence
      only), 4.9, 4.13 or 4.16, all of which shall survive until
      the expiration of the applicable statute of limitations, with respect to such
      claim. 

     

    12.6.3.
      The limitations set forth in Section 12.4.2 shall not apply to any breach
      of a representation or warranty contained in Sections 5.1 (first sentence
      only), 5.9, or 5.11, all of which shall survive until the expiration of
      the applicable statute of limitations, with respect to such claim. 

     

    ARTICLE
      13. 

    TERMINATION

     

    13.1.
      Grounds. Anything herein or elsewhere to the contrary notwithstanding,
      this Agreement may be terminated and the transactions contemplated hereby
      abandoned under any of the following circumstances:

     

    13.1.1.
      At any time (by written notice delivered to the other party) prior to the
      Closing:

     

    13.1.1.1.
      By the Buyer if the conditions set forth in ARTICLE 7 of this Agreement
      are, in its sole discretion, unlikely to occur on or before the Closing Date
      (provided that the right to terminate this Agreement under this Section
      shall not be available to the Buyer if its breach under this Agreement has
      been
      the cause of the condition being unlikely to occur);

     

    13.1.1.2.
      By the Seller if the conditions set forth in ARTICLE 8 of this Agreement
      are, in its sole discretion, unlikely to occur on or before the Closing Date
      (provided that the right to terminate this Agreement under this Section
      shall not be available to the Seller if its breach under this Agreement has
      been
      the cause of the condition being unlikely to occur);

     

    13.1.1.3.
      By the Seller or the Buyer if the Closing has not occurred on or prior to the
      Closing Date, unless the absence of such occurrence shall be due to the delay
      or
      failure of the party seeking to terminate this Agreement (or its subsidiaries
      or
      affiliates) to perform in all material respects each of its obligations under
      this Agreement required to be performed by it at or prior to the Closing Date;
      

     

    13.1.1.4.
      By either the Buyer or the Seller, if a court of competent jurisdiction or
      governmental authority shall have issued an order, decree or ruling or taken
      any
      other action, in each case permanently restraining, enjoining or otherwise
      prohibiting the transactions
      contemplated by this Agreement and through no failure, delay or fault of or
      breach by the terminating party, and such order, decree, ruling or other action
      shall have become final and nonappealable; 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    13.1.2.
      At any time by the mutual written consent of both the Buyer and the
      Seller.

     

    13.2.
      Effect.

     

    13.2.1.
      If any of the conditions to the obligations of the Buyer in ARTICLE 7 or
      of the Seller in ARTICLE 8 have not been satisfied on or prior to the
      Closing Date, the Buyer or the Seller, as the case may be, shall have the right
      either (i) to terminate this Agreement pursuant to, and with liability allocated
      as set forth in this ARTICLE 13, or (ii) to waive and release their respective
      conditions and to proceed with the Closing and the consummation of the
      transactions contemplated by this Agreement without liability or further
      obligation with respect to the nonfulfillment of such condition.

     

    13.2.2.
      In the event that this Agreement is terminated as permitted by Section
      13.1, all obligations of the Seller and the Buyer hereunder shall terminate
      without liability or further obligations.

     

    13.2.3.
      Notwithstanding the foregoing, any confidentiality agreement entered into by
      the
      parties, and any other agreements between the parties that do not expressly
      provide for their termination, shall survive the termination of this
      Agreement.

     

    ARTICLE
      14.

    EXPENSES

     

    Subject
      to ARTICLE 10 (Sales and Transfer Taxes), whether or not the transactions
      contemplated hereby are consummated, the Buyer will, except in the case of
      any
      breach of the terms and provisions of this Agreement for which either the Buyer
      or the Seller, as the case may be, may be entitled to indemnification under
      ARTICLE 12 (Indemnification) hereof, pay all expenses, income and other taxes
      and costs (including, without limitation, the commissions, fees, disbursements
      and expenses of its investment bankers, attorneys, accountants and consultants)
      incurred by the Parties in negotiating, preparing, closing and carrying out
      this
      Agreement and the transactions contemplated hereby and thereby. 

     

    ARTICLE
      15.

    MAINTENANCE
      OF BOOKS AND RECORDS - ACCOUNTINGS

     

    15.1.
      Subsequent to the closing, Buyer will, for a period of seven (7) years, maintain
      all books and records delivered or turned over to Buyer by Seller, in connection
      with the transactions contemplated by this agreement. Seller, and its
      representatives shall have access to such books and records (including the
      right
      to copy and make extracts) upon reasonable notice to Buyer, during business
      hours, in connection with, among other things, tax return preparation,
filings
      and audits. Buyer shall reasonably cooperate with Seller and assist Seller
      with
      regard to Seller’s endeavors under this Article.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    15.2.
      Seller shall cooperate in providing Buyer with such accounting records and
      reporting as Buyer may reasonably need to pursue business opportunities,
      including without limitation, acquisition transactions. 

     

    ARTICLE
      16. 

    EMPLOYEES

     

    The
      Buyer
      shall have the right, but is not obligated to offer employment to some, or
      all
      of the Seller’s Employees upon such terms and conditions acceptable to the Buyer
      in its sole discretion. 

     

    ARTICLE
      17.

    RULES
      OF CONSTRUCTION AND DEFINITIONS

     

    17.1.
      Rules of Construction: The following rules of construction apply to this
Agreement:

     

    17.1.1.
      The singular includes the plural and the plural includes the singular;
“include”
      and “including” are not limiting;

     

    17.1.2.
      “hereby”, “herein”, “hereof”, “hereunder”, “the Agreement”, “this Agreement”
      or any like words refer to this Agreement;

     

    17.1.3.
      A
      reference to a law includes any amendment or modification to such law and any
      rules or regulations issued thereunder or any law enacted in substitution or
      replacement therefor;

     

    17.1.
      4.
      A reference herein to a Section, Exhibit, Attachment, Appendix or Schedule
      without further reference is a reference to the relevant Section, Exhibit,
      Attachment, Appendix or Schedule of this Agreement;

     

    17.1.5.
      Any right may be exercised at any time and from time to time unless

     

    specified
      otherwise herein; 

     

    17.1.6.
      Any reference to days shall mean calendar days unless specifically noted
      otherwise.

     

    17.2.
      Definitions: Unless the context otherwise requires, the capitalized terms
      used herein shall have the respective meanings set forth in this Section for
      all
      purposes hereof.

     

    17.2.1.
      “Assets”“ shall have the meaning set forth in ARTICLE 1.


    
      
        
        

      

      
        32

        
          

        

      

       

    


    17.2.2.
      “Assumed Liabilities” shall have the meaning set forth in Section
      2.1.

     

    17.2.3.
      “Affiliate” As used in this Agreement, an “affiliate” of any Person, shall mean
      any Person that directly, or indirectly through one or more intermediaries,
      controls, or is controlled by, or is under common control with such Person.
      

     

    17.2.4.
      “Knowledge” Where any representation and warranty contained in this Agreement is
      expressly specified by reference to the knowledge of a non-individual party
      hereto, such term shall be limited to the actual knowledge of the executive
      officers of such party, as the case may be, and unless otherwise stated, such
      knowledge that would have been discovered by such executive officers after
      reasonable due inquiry.

     

    17.2.5.
      “Material Adverse Effect” or similar phrase, shall mean any material and adverse
      effect on the operations, business, assets, properties, prospects or financial
      condition of the Seller. 

     

    17.2.6.
      “Person” shall mean and include an individual, a company, a joint venture, a
      corporation (including any non-profit corporation), an estate, an association,
      a
      trust, a general or limited partnership, a limited liability company, a limited
      liability partnership, an unincorporated organization and a government or other
      department or agency thereof.

     

    17.2.7.
      “Purchase Price” shall have the meaning set forth in ARTICLE
      3.

     

    ARTICLE
      18. 

    MISCELLANEOUS

     

    18.1.
      Notices. 

     

    18.1.1.
      Any notice, request, instruction, consent or other document to be given
      hereunder by either party hereto to the other party shall be in writing and
      delivered (a) personally, (b) by telecopy or (c) by a nationally recognized
      overnight carrier, or (d) by registered or certified mail, return receipt
      requested, postage prepaid, as follows:

     

    
      	
            	If
              to the Buyer: 	
              Innopump,
                Inc.

            


    

    305
      Madison Avenue 

    New
      York,
      NY 10165 

    Attn:
      Paul Block, President 

    Fax:
      212-808-0113

     

    
      	
            	If
              to the Seller:	
              Sea
                Change Group LLC

            


    

    305
      Madison Avenue

    New
      York,
      NY 10165 

    Attn:
      Paul Block, President 

    Fax:
      212-808-0113


    
      
        
        

      

      
        33

        
          

        

      

       

    

     

    
      	
            	With
              a copy to:  	
              Beckman,
                Lieberman & Barandes, LLP

            


    

    116
      John
      Street, Suite 1313 

    New
      York,
      NY 10038 

    Attn:
      Robert Barandes, Esq. 

    Fax:
      212-608-9687

     

    or
      at
      such other address for a party as shall be specified in writing by that
      party.

     

    18.1.2.
      Notices shall be deemed received the same day (when delivered personally or
      by
      telecopy with receipt confirmation), the next business day (when delivered
      by
      overnight carrier) or five (5) days after mailing (when sent by registered
      or
      certified mail).

     

    18.2.
      Waiver; Remedies Cumulative. The rights and remedies of the parties to
      this Agreement are cumulative and not alternative. Neither any failure nor
      any
      delay by any party in exercising any right, power or privilege under this
      Agreement will operate as a waiver of such right, power or privilege, and no
      single or partial exercise of any such right, power or privilege will preclude
      any other or further exercise of such right, power or privilege or the exercise
      of any other right, power or privilege. Any of the terms or conditions of this
      Agreement may be waived in writing at any time by the party which is entitled
      to
      the benefits thereof. No waiver of any of the provisions of this Agreement
      shall
      be deemed or shall constitute a waiver of such provision at any time in the
      future or a waiver of any other provision hereof.

     

    18.3.
      Captions. The captions set forth in this Agreement are for convenience
      only and shall not be considered as part of this Agreement, nor affect in any
      way the meaning of the terms and provisions hereof.

     

    18.4.
      Successors and Assigns. The terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties hereto; provided, however, that this Agreement may not
      be
      assigned by any party without the express written consent of the other party
      hereto.

     

    18.5.
      Enforceability. If any provision of this Agreement as applied to any
      party or to any circumstance shall be adjudged by a court to be invalid or
      unenforceable, the same shall in no way affect any other provision of this
      Agreement, the application of such provision in any other circumstances, or
      the
      validity or enforceability of this Agreement. The parties intend this Agreement
      to be enforced as written. If any such provision, or part thereof, however,
      is
      held to be unenforceable because of the duration thereof or the area covered
      thereby, the Seller and the Buyer agree that the court making such determination
      shall have the power to reduce the duration and/or area of such provision,
      and/or to delete the specific words or phrases, and in its amended form such
      provision shall then be enforceable and shall be enforced. If any provision
      of
      this Agreement shall otherwise finally be determined to be unlawful, then such
      provision shall be deemed to be severed from this Agreement and every other
      provision of this Agreement shall remain in full force and effect.

     

    18.6.
      Counterparts. This Agreement may be executed in more than one
      counterpart, each of which shall for all purposes be deemed to be an original
      and all of which shall constitute one
      and
      the same agreement. A signature to this Agreement delivered by telecopy or
      other
      artificial means shall be deemed valid.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    18.7.
      Governing Law. The interpretation and construction of this Agreement, and
      all matters relating hereto (including, without limitation, the validity or
      enforcement of this Agreement), shall be governed by the laws of the State
      of
      New York without regard to any conflicts or choice of laws provisions of the
      State of New York that would result in the application of the law of any other
      jurisdiction.

     

    18.8.
      No Strict Construction. The language used in this Agreement will be
      deemed to be the language chosen by the parties hereto to express their mutual
      intent, and no rule of strict construction will be applied against either
      party.

     

    18.9.
      Public Announcements. The Buyer and the Seller shall agree on the terms
      of the press releases to be issued upon the execution of this Agreement and
      shall consult with each other before issuing any other press releases with
      respect to this Agreement and the transactions contemplated hereby, including
      without limitation, any termination of this Agreement for any reason.


     

    18.10.
      Miscellaneous. As used in this Agreement, the Schedules and the Exhibits
      and as required by the context: the singular and plural shall be deemed to
      include each other and each gender, to include all genders; the terms herein,
      hereof, and hereunder or other similar terms refer to this Agreement, in which
      they appear as a whole and not only to the particular sentence, paragraph,
      subsection or section in which any such term is used except as expressly more
      specifically limited; and words and phrases defined in this Agreement have
      the
      same meaning in the Schedules, Exhibits unless specifically provided to the
      contrary in any thereof.

     

    18.11.
      Entire Agreement; Amendment. Except as set forth herein, this Agreement,
      including all Schedules and Exhibits hereto constitute the sole understanding
      of
      the parties with respect to the matters contemplated hereby and thereby and
      supersedes and renders null and void all other prior agreements and
      understandings between the parties with respect to such matters. No amendment,
      modification or alteration of the terms or provisions of this Agreement,
      including all Schedules and Exhibits hereto, shall be binding unless the same
      shall be in writing and duly executed by the party against whom such would
      apply.

     

    18.12.
      Legal Fees. In the event legal action is instituted to enforce or
      interpret the provisions of this Agreement, the prevailing party shall be
      entitled to reasonable attorneys’ fees and all costs incurred.

     

    
      
        
        

      

      
        35

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
      executed and delivered by its duly authorized representatives as of the date
      first written above.

     

    
      	SEA
              CHANGE GROUP LLC	 	
              INNOPUMP,
                INC.

            
	 	 	 	 
	 	 	 	 
	
              By:

            	 	
              By:

            	 
	
              
                

              

              Name:

              
                

              

              Title:

              
                

              

              
              

            	 	 

              Name:
                
                 

                Title:

              

            	
              
                

              

               

              
                

              

               

                

              

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

    


    
      	
              ARTICLE
                1.

            	 
	 	
              SALE
                AND PURCHASE OF ASSETS

            	
              1

            
	 	
              1.1.
                Inventory

            	
              1

            
	 	
              1.2.
                Contracts

            	
              2

            
	 	
              1.3.
                Leases

            	
              2

            
	 	
              1.4.
                Tangible Property

            	
              2

            
	 	
              1.5.
                Intangible Property

            	
              2

            
	 	
              1.6.
                Prepaid Items and Deposits

            	
              2

            
	 	
              1.7.
                Accounts Receivable

            	
              2

            
	 	
              1.8.
                Names

            	
              2

            
	 	
              1.9.
                Lists and Records

            	
              2

            
	 	
              1.10.
                Goodwill

            	
              2

            
	 	
              1.11.
                Excluded Assets

            	
              2

            
	 	 	 
	
              ARTICLE
                2.

            	 
	 	
              LIABILITIES

            	
              3

            
	 	
              2.1.
                Assumption of Liabilities

            	
              3

            
	 	
              2.2.
                Retained Liabilities

            	
              3

            
	 	 	 
	
              ARTICLE
                3.

            	 
	 	
              PURCHASE
                PRICE

            	
              3

            
	 	
              3.1.
                Purchase Price

            	
              3

            
	 	
              3.2.
                Payment

            	
              3

            
	 	
              3.3.
                Allocation of the Purchase Price

            	
              4

            
	 	 	 
	
              ARTICLE
                4.

            	 
	 	
              REPRESENTATIONS
                AND WARRANTIES OF THE SELLER

            	
              4

            
	 	
              4.1.
                Existence and Good Standing

            	
              4

            
	 	
              4.2.
                Financial Statements and No Material Changes

            	
              4

            
	 	
              4.3.
                Books and Records

            	
              4

            
	 	
              4.4.
                Title to Properties; Encumbrances

            	
              4

            
	 	
              4.5.
                Real Property

            	
              5

            
	 	
              4.6.
                Contracts

            	
              5

            
	 	
              4.7.
                Execution and Validity; Non-Contravention; Approvals and
                Consents

            	
              6

            
	 	
              4.8.
                Litigation

            	
              7

            
	 	
              4.9.
                Taxes

            	
              7

            
	 	
              4.10.
                Liabilities

            	
              7

            
	 	
              4.11.
                Insurance

            	
              7

            
	 	
              4.12.
                Intellectual Properties

            	
              8

            
	 	
              4.13.
                Representations

            	
              8

            
	 	
              4.14.
                Compliance with Laws; Permits

            	
              9

            
	 	
              4.15.
                Accounts Receivable; Work-in-Process; Accounts Payable

            	
              10

            
	 	
              4.16.
                Employee Relations

            	
              11

            


    

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.17.
                Employee Benefit Matters

            	
              11

            
	 	
              4.18.
                Interests in Customers, Suppliers, Etc

            	
              13

            
	 	
              4.19.
                No Changes Since the Balance Sheet Date

            	
              14

            
	 	
              4.20.
                Company Controls

            	
              14

            
	 	
              4.21.
                Brokers

            	
              15

            
	 	
              4.22.
                Copies of Documents

            	
              15

            
	 	
              4.23.
                Inventory

            	
              15

            
	 	
              4.24.
                No Material Adverse Change

            	
              15

            
	 	
              4.25.
                Employees; Labor Relations

            	
              16

            
	 	 	
               

            
	
              ARTICLE
                5.

            	
               

            
	 	
              REPRESENTATIONS
                AND WARRANTIES OF THE BUYER

            	
              16

            
	 	
              5.1.
                Subsidiaries

            	
              16

            
	 	
              5.2.
                Organization, Good Standing, and Qualification

            	
              16

            
	 	
              5.3.
                Capitalization and Voting Rights

            	
              17

            
	 	
              5.4.
                Authorization

            	
              17

            
	 	
              5.5.
                Filings, Consents and Approvals

            	
              17

            
	 	
              5.6.
                Litigation

            	
              17

            
	 	
              5.7.
                Compliance with Other Instruments

            	
              18

            
	 	
              5.8.
                Permits

            	
              18

            
	 	
              5.9.
                Compliance with Laws

            	
              18

            
	 	
              5.10.
                Disclosure

            	
              18

            
	 	
              5.11.
                Brokers

            	
              19

            
	 	
              5.12.
                No Misrepresentation

            	
              19

            
	 	 	
               

            
	
              ARTICLE
                6.

            	
               

            
	 	
              COVENANTS
                OF THE SELLER

            	
              19

            
	 	
              6.1.
                Conduct of Business Prior to the Closing Date

            	
              19

            
	 	
              6.2.
                Access by the Buyer to Properties and Records; Furnishing
                Information

            	
              20

            
	 	
              6.3.
                Third-Party Consents

            	
              20

            
	 	
              6.4.
                Transfer of Warranties

            	
              20

            
	 	
              6.5.
                Negotiations with Third Parties

            	
              21

            
	 	
              6.6.
                Insurance

            	
              21

            
	 	
              6.7.
                Delivery of Financial Statements

            	
              21

            
	 	 	
               

            
	
              ARTICLE
                7.

            	
               

            
	 	
              CONDITIONS
                TO OBLIGATIONS OF THE BUYER

            	
              21

            
	 	
              7.1.
                Assigned Leases; Estoppel Certificates

            	
              21

            
	 	
              7.2.
                Corporate Approvals

            	
              21

            
	 	
              7.3.
                Non-Competition Agreements

            	
              21

            
	 	
              7.4.
                No Litigation

            	
              21

            
	 	
              7.5.
                No Casualty

            	
              22

            
	 	
              7.6.
                Truth of Representations and Warranties

            	
              22

            
	 	
              7.7.
                Performance by the Seller

            	
              22

            
	 	
              7.8.
                No Material Adverse Change

            	
              22

            
	 	
              7.9.
                Other Deliverables

            	
              22

            


    

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                8.

            	 
	 	
              CONDITIONS
                TO OBLIGATIONS OF THE SELLER

            	
              22

            
	 	
              8.1.
                No Litigation

            	
              22

            
	 	
              8.2.
                Truth of Representations and Warranties

            	
              22

            
	 	
              8.3.
                Performance by the Buyer

            	
              23

            
	 	
              8.4.
                Corporate Approvals

            	
              23

            
	 	
              8.5.
                Other Deliverables

            	
              23

            
	 	 	
               

            
	
              ARTICLE
                9.

            	 
	 	
              CLOSING

            	
              23

            
	 	
              9.1.
                The Closing Date

            	
              23

            
	 	
              9.2.
                Deliveries by the Buyer

            	
              23

            
	 	
              9.3.
                Deliveries by the Seller

            	
              24

            
	 	
              9.4.
                Rights to Possession

            	
              24

            
	 	 	
               

            
	
              ARTICLE
                10.

            	
               

            
	 	
              SALES
                AND TRANSFER TAXES

            	
              24

            
	 	 	
               

            
	
              ARTICLE
                11.

            	
               

            
	 	
              SURVIVAL
                OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

            	
              25

            
	 	
              11.1.
                Survival of Representatives and Warranties

            	
              25

            
	 	
              11.2.
                Notice of Claim

            	
              25

            
	 	 	
               

            
	 ARTICLE
              12.	
               

            
	 	
              INDEMNIFICATION

            	
              25

            
	 	
              12.1.
                Indemnification of the Buyer Indemnified Parties

            	
              25

            
	 	
              12.2.
                Indemnification of the Seller Indemnified Parties

            	
              25

            
	 	
              12.3.
                Indemnification Procedures

            	
              26

            
	 	
              12.4.
                Limitations On and Other Matters Regarding Indemnification

            	
              29

            
	 	
              12.5.
                Indemnity Cushion and Cap

            	
              29

            
	 	
              12.6.
                Limitations

            	
              30

            
	 	 	
               

            
	
              ARTICLE
                13.

            	
               

            
	 	
              TERMINATION

            	
              30

            
	 	
              13.1.
                Grounds

            	
              30

            
	 	
              13.2.
                Effect

            	
              31

            
	 	 	
               

            
	
              ARTICLE
                14.

            	
               

            
	 	
              EXPENSES

            	
              31

            
	 	 	
               

            
	
              ARTICLE
                15.

            	 
	 	
              MAINTENANCE
                OF BOOKS AND RECORDS - ACCOUNTINGS

            	
              31

            


    

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                16.

            	 
	 	
              EMPLOYEES

            	
              32

            
	 	 	
               

            
	
              ARTICLE
                17.

            	
               

            
	 	
              RULES
                OF CONSTRUCTION AND DEFINITIONS

            	
              32

            
	 	
              17.1.
                Rules of Construction:

            	
              32

            
	 	
              17.2.
                Definitions:

            	
              32

            
	 	 	
               

            
	
              ARTICLE
                18.

            	
               

            
	 	
              MISCELLANEOUS

            	
              33

            
	 	
              18.1.
                Notices

            	
              33

            
	 	
              18.2.
                Waiver; Remedies Cumulative

            	
              34

            
	 	
              18.3.
                Captions

            	
              34

            
	 	
              18.4.
                Successors and Assigns

            	
              34

            
	 	
              18.5.
                Enforceability

            	
              34

            
	 	
              18.6.
                Counterparts

            	
              34

            
	 	
              18.7.
                Governing Law

            	
              35

            
	 	
              18.8.
                No Strict Construction

            	
              35

            
	 	
              18.9.
                Public Announcements

            	
              35

            
	 	
              18.10.
                Miscellaneous

            	
              35

            
	 	
              18.11.
                Entire Agreement; Amendment

            	
              35

            
	 	
              18.12.
                Legal Fees

            	
              35

            


    

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    LIST
      OF SCHEDULES AND EXHIBITS

    


    
      	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                ARTICLE 4 - Seller Schedule of Exceptions

            
	
              Exhibit
                ARTICLE 5 - Buyer Schedule of Exceptions

            
	 	 
	
              Exhibit
                A

            	
              Form
                of Non-Competition Agreement

            
	
              Exhibit
                B

            	
              Form
                of Assignment and Assumption Agreement

            
	
              Exhibit
                C

            	
              Form
                of Assignment and Assumption of Lease and Consent to
                Assignment

            
	
              Exhibit
                D

            	
              Form
                of Bill of Sale

            
	 	 
	
              SCHEDULES
                - PER CONTRACT

            


    

     

    
      
        
        

      

      
        41