Exhibit 10.13 



STOCK PURCHASE
AGREEMENT 



        This
Stock Purchase  Agreement (as it may from time to time be amended, this  “Agreement”),
 dated as of July 6, 2007,  is made and entered into by and among  Hanover  Overseas
 Limited,  a  New  Zealand  limited  liability  company (“Seller”) and Mark Klein
(“Buyer”).  Certain  capitalized  terms are defined on Schedule A to this Agreement. 



RECITALS: 



        WHEREAS,
 Seller owns 2,156,250  shares of the common stock,  par value $0.0001 per share,  of
Hanover-STC Acquisition Corp., a Delaware corporation (“Hanover”); and 



        WHEREAS,
 on the terms and subject to the  conditions set forth in this Agreement,  Seller  wishes
to sell  539,062 of its  shares of common  stock (the “Shares”) to Buyer and
Buyer wishes to purchase the Shares from Seller. 



AGREEMENT: 



        NOW,
 THEREFORE,  in  consideration  of the premises,  representations, warranties and the
mutual covenants  contained in this Agreement,  and for other good and valuable
consideration,  the receipt, sufficiency and adequacy of which are hereby  acknowledged,
 the parties  hereto,  intending  legally to be bound, agree as follows: 



ARTICLE I 

                                                PURCHASE OF SHARES 



        Section
1.1 Sale of Shares.  Subject to the terms and  conditions  hereof and in reliance  upon
the  representations  and  warranties  of the  parties  contained herein,  at the
 Closing,  Seller shall sell,  assign,  transfer and deliver the Shares to Buyer,  free
and clear of all liens,  other than such  restrictions as may be imposed pursuant to
state or federal securities laws, in consideration of the payment of the Purchase Price
noted herein. 



        Section
1.2 Purchase  Price.  Subject to the terms and conditions  hereof and in reliance  upon
the  representations  and  warranties  of the  parties  contained herein,  at the
Closing,  Buyer shall pay to Seller by wire  transfer or by such other method as may be
 reasonably  acceptable to Seller  immediately  available funds in the amount of Two
Thousand  Three Hundred  Forty Four Dollars  ($2,344) (the “Purchase Price”),
in consideration of the sale,  assignment,  transfer and delivery of the Shares by Seller
under this Agreement. 



        Section
1.3  Closing.  The closing of the  purchase  and sale of the Shares (the “Closing”)
 shall be held on the date of this Agreement  (“Closing Date”) at the offices
of Akin Gump Strauss Hauer & Feld LLP, 590 Madison  Avenue,  20th Floor, New York,  New
York  10022,  or such  other  place as may be agreed  upon by the parties hereto. 



        Section
1.4 Closing  Deliveries.  At the Closing,  each party shall  execute and deliver this
Agreement and such other appropriate and customary documents as the other  parties 




 
	 	
-1-	 














reasonably  may  request  for the
 purpose of  consummating  the transactions  contemplated by this  Agreement.  All
actions taken at the Closing shall be deemed to have been taken simultaneously. 



            (a)
Buyer Deliveries.  Without limiting the generality of the foregoing,  at the Closing
Buyer shall deliver to Seller the Purchase Price. 



            (b)
Company Deliveries. Without limiting the generality of the foregoing, at the Closing,  or
within a  reasonable  time after the  Closing  Date but in no event later than five days
 after  Closing  Date,  Seller  shall  deliver to Buyer the certificate or certificates
 representing the Shares  purchased by Buyer,  which certificates  shall be properly
 endorsed  for transfer or  accompanied  by duly executed stock powers. 



        Section
1.5 Further  Assurances.  The parties  hereto shall  execute and deliver such  additional
 documents  and  take  such  additional  actions  as any  party reasonably  may deem to
be practical and  necessary in order to  consummate  the transactions contemplated by
this Agreement. 



ARTICLE II 

                                   REPRESENTATIONS AND WARRANTIES OF THE BUYERS 



        Section
2.1 Power and Authority;  Enforceability. This Agreement constitutes the legal,  valid,
 and binding  obligation of Buyer,  enforceable  against Buyer in accordance  with its
terms.  Buyer has full power and  authority  to execute and deliver this Agreement and to
perform his obligations hereunder. Buyer has taken all actions necessary to authorize the
execution and delivery of this Agreement, the  performance  of his  obligations
 hereunder  and  the  consummation  of the transactions  contemplated  hereby.  This
 Agreement  has been duly  authorized, executed  and  delivered  by,  and is  enforceable
 against,  Buyer,  subject to bankruptcy,  insolvency, fraudulent conveyance,
 reorganization,  moratorium and other laws of general  applicability  relating to or
affecting creditors’ rights and to general  equitable  principles  (whether
 considered  in a proceeding  in equity or law). 



        Section
 2.2 No  Violation;  Necessary  Approvals.  Neither  the  execution  and delivery of this
 Agreement by Buyer,  nor the  consummation  or  performance by Buyer of any of
 transactions  contemplated  hereby,  will:  (a) with or without notice or lapse of time,
 constitute,  create or result in a breach or violation of, default under, loss of
benefit or right under or acceleration of performance of any obligation  required under
any (i) law (statutory,  common or otherwise), constitution,  ordinance,  rule,
 regulation,  executive  order or other similar authority (“Law”) enacted,
 adopted,  promulgated or applied by any legislature, agency, bureau, branch,
 department,  division,  commission,  court, tribunal or other similar  recognized
 organization or body of any federal,  state,  county, municipal,  local or foreign
government or other similar recognized organization or body exercising  similar powers or
authority (a  “Governmental  Body”),  (ii) order,  ruling,   decision,   award,
 judgment,   injunction  or  other  similar determination or finding by, before or under
the supervision of any Governmental Body or arbitrator  (an “Order”),  or (iii)
 contract,  agreement,  arrangement, commitment,  instrument,  document or similar
understanding  (whether written or oral), including a lease, sublease and rights
thereunder (“Contract”) or permit, license,  certificate,  waiver, notice and
similar  authorization  (“Permit”) to which, in the case of (i), (ii) or (iii),
 Buyer is a party or by which Buyer is bound or any of his  assets are  subject;  (b)
 require  any  Consent  under any Contract  to which Buyer is a party or by 




 
	 	
-2-	 














which he is bound or any of his
assets are  subject;  or (c) require  any Permit  under any Law or Order other than (i)
required filings,  if any, with the Securities and Exchange  Commission  (“SEC”)
and (ii)  notifications  or other  filings  with  state  or  federal  regulatory agencies
 after the Closing that are necessary or convenient  and do not require approval  of the
 agency as a  condition  to the  validity  of the  transactions contemplated hereunder. 



        Section
2.3       Investment Representations. 



            (a)
Buyer hereby  acknowledges that an investment in the Shares involves certain significant
 risks.  Buyer acknowledges that there is a substantial risk that he will lose all or a
portion of his investment  and should be financially  capable of bearing the risk of such
investment for an indefinite  period of time.  Buyer has no need for liquidity in his
 investment  in the Shares for the  foreseeable future and is able to bear the risk of
that investment for an indefinite period. Buyer  understands  that there  presently is no
public market for the Shares and none is  anticipated  to  develop in the  foreseeable
 future.  Buyer’s  present financial  condition is such that he is under no present
or contemplated  future need to dispose of any  portion of the Shares  subscribed  for
hereby to satisfy any existing or contemplated undertaking, need or indebtedness.  Buyer’s
overall commitment   to   investments   which  are  not   readily   marketable   is  not
disproportionate  to his net worth and the  investment  in the  Shares  will not cause
such overall commitment to become excessive. 



            (b)
 Buyer  acknowledges  that the  Shares  have not been  registered  under the Securities
Act, or any state  securities act, and are being sold on the basis of exemptions  from
 registration  under the Securities  Act and  applicable  state securities acts, except
those state securities acts that require registration of the  Shares  thereunder.
 Reliance  on such  exemptions,  where  applicable,  is predicated in part on the
accuracy of Buyer’s representations and warranties set forth herein.  Buyer
 acknowledges and hereby agrees that the Shares will not be transferable under any
circumstances unless Buyer either registers the Shares in accordance with federal and
state  securities laws or finds and complies with an exemption under such laws.
Accordingly, Buyer hereby acknowledges that there can be no assurance  that he will be
able to liquidate its investment in the Shares. Buyer  understands  that Hanover is under
no  obligation  to register the Shares under the Securities Act or to comply with any
 applicable  exemption  under the Securities  Act on behalf of Buyer with  respect to any
resale of the Shares and that  Buyer  will not be able to avail  himself  of the
 provisions  of Rule 144 promulgated  under the  Securities  Act with respect to the
resale of the Shares until the Shares have been beneficially  owned by Buyer for a period
of at least one  (1)  year  from  date of  purchase.  Buyer  further  understands  that
 any certificates  evidencing  the Shares bear a legend  referring  to the  foregoing
transfer restrictions. 



            (c)
In evaluating the merits and risks of an investment in the Shares, Buyer has had the
opportunity to seek the advice of its legal and financial advisors,  has availed  himself
 of that right to the extent  deemed  appropriate,  and has not relied on the advice of
Seller or Seller’s legal and financial counsel. 



            (d)
The Shares are being acquired solely for Buyer’s own account, for investment
purposes  only,  and are not being  purchased  with a view to or for the resale,
distribution, subdivision or fractionalization thereof; and Buyer has no present plans to
enter into any contract, undertaking, agreement or arrangement for such resale,
distribution, subdivision or  




 
	 	
-3-	 














fractionalization.  Buyer is not
taking and will not take or cause to be taken  any  action  that  would  cause  Buyer to
be deemed an  “underwriter”  within the meaning of Section 2(11) of the
 Securities Act. 



            (e)
There are  substantial  risk  factors  pertaining  to an  investment  in the Shares.
 Buyer  acknowledges  that Hanover is an entity with  limited  operating history and
 financial  resources;  and Buyer is fully able to bear the economic risks of such
 investment  for an indefinite  period,  and can afford a complete loss thereof. 



            (f)
Buyer has been given the  opportunity  to (i) ask  questions  of and receive answers from
Seller and Hanover and their designated  representatives concerning the terms and
conditions of the Shares, and the business and financial condition of Hanover and (ii)
obtain any additional  information  that Seller possesses or can acquire without
 unreasonable  effort or expense that is necessary to assist Buyer in  evaluating  the
 advisability  of the  purchase  of the  Shares and an investment in Hanover.  Buyer
further  represents  and warrants  that,  prior to signing this Agreement,  he has asked
such questions,  received such answers and obtained such  information  as he has deemed
 necessary or advisable to evaluate the merits and risks of the purchase of the Shares
and an investment in Hanover. Buyer is not relying on any oral representation made by any
person as to Hanover or its operations, financial condition or prospects. 



            (g)
Buyer understands that no federal, state or other governmental authority has made any
recommendation,  findings or determination relating to the merits of an investment in the
Shares. 



ARTICLE III 

                                     REPRESENTATIONS AND WARRANTIES OF SELLER 



        Section
 3.1  Organization  and Good  Standing.  Seller is a  limited  liability company duly
organized, validly existing, and in good standing under the laws of New Zealand. 



        Section
3.2 Power and Authority.  This Agreement  constitutes the legal,  valid, and binding
obligation of Seller,  enforceable against Seller in accordance with its terms.  Seller
has full power and  authority  to execute  and  deliver  this Agreement and to perform
its obligations hereunder. Seller has taken all actions necessary  to  authorize  the
 execution  and  delivery of this  Agreement,  the performance  of  its  obligations
  hereunder,   and  the  consummation  of  the transactions  contemplated  hereby.  This
 Agreement  has been duly  authorized, executed,  and  delivered by, and is  enforceable
 against,  Seller,  subject to bankruptcy,  insolvency, fraudulent conveyance,
 reorganization,  moratorium and other laws of general  applicability  relating to or
affecting creditors’ rights and to general  equitable  principles  (whether
 considered  in a proceeding  in equity or law). 



        Section
 3.3 No  Violation;  Necessary  Approvals.  Neither  the  execution  and delivery of this
 Agreement by Seller,  nor the  consummation  or performance by Seller of any of
 transactions  contemplated  hereby,  will: (a) with or without notice or lapse of time,
 constitute,  create or result in a breach or violation of, default under, loss of
benefit or right under or acceleration of performance of any  obligation  required under
any Law,  Order,  Contract or Permit 




 
	 	
-4-	 














to which Seller is a party or by
which it is bound or any of its assets are  subject,  or any provision of Seller’s
 organizational  documents as in effect on the Closing Date,  (b) result in the
imposition of any lien,  claim or encumbrance  upon any assets  owned  by  Seller;  (c)
 require  any  Consent  under  any  Contract  or organizational  document to which Seller
is a party or by which it is bound;  or (d) require any Permit under any Law or Order
other than (i)  required  filings, if any,  with the SEC and (ii)  notifications  or
other  filings  with  state or federal  regulatory  agencies after the Closing that are
necessary or convenient and do not require  approval of the agency as a condition to the
validity of the transactions contemplated hereunder; or (e) trigger any rights of first
refusal, preferential purchase or similar rights with respect to any of the Shares. 



        Section
3.4 Capitalization. Prior to the sale of the Shares to Buyer pursuant to this  Agreement,
 the  Seller  owned  2,156,250  shares of the  common  stock of Hanover, which
constituted 37.5% of the issued and outstanding shares of capital stock of Hanover. 



        Section
 3.5  Title to  Securities.  Upon the sale and  purchase  of the  Shares pursuant  to the
terms  hereof,  Buyer  will have or  receive  good title to the Shares,  free and clear
of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
under federal and state securities laws, and (ii) liens, claims or encumbrances imposed
due to the actions of the Buyers. 



ARTICLE IV 

                                                   MISCELLANEOUS 



        Section
4.1 Entire  Agreement.  This Agreement,  together with the certificates, documents,
  instruments  and  writings  that  are  delivered  pursuant  hereto, constitutes  the
entire  agreement and  understanding  of the parties  hereto in respect  of  its  subject
 matter  and  supersedes  all  prior   understandings, agreements,  or representations by
or among the parties hereto, written or oral, to the  extent  they  relate  in any way to
the  subject  matter  hereof  or the transactions contemplated hereby. 



        Section
  4.2   Successors.   All   of   the   terms,   agreements,   covenants, representations,
 warranties, and conditions of this Agreement are binding upon, and inure to the benefit
of and are enforceable by, the parties hereto and their respective successors. 



        Section
4.3 Assignments.  Except as otherwise  provided herein,  no party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder  without
the prior written  approval of the other party. Any purported assignment  in violation of
this Section 4.3 shall be void and  ineffectual  and shall not operate to transfer or
assign any  interest or title to the  purported assignee. 



        Section
 4.4  Notices.  All  notices,   requests,   demands,  claims  and  other communications
 hereunder will be in writing. Any notice, request, demand, claim or other  communication
 hereunder  will be deemed duly given if (and then three business days after) it is sent
by registered or certified mail,  return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below: 




 
	 	
-5-	 














	 	                  If to Buyer:  	  	Mark
Klein       

                                                     c/o Hanover-STC Acquisition
Corp.  

                                                          590 Madison Avenue, 35th Floor

                New York, NY 10022 
	 	 	 	 
	 	If to Seller:	 	Hanover
Overseas Limited                                                   

         Level 23, Vero
Centre     

                                                       48 Shortland Street

                                                     Attn: Liz Style 
	 	 	 	 
	 	Copy to (which will not
      constitute notice): 	 	Akin
Gump Strauss Hauer & Feld LLP      

                                                      590
Madison Ave., 20th Floor  

                                                          New York,
New York  10022    

                                                        Attn:    Bruce
Mendelsohn, Esq.  

                                                          Phone:   (212)
872-8117                                                      

      Fax:     (212) 872-1002 








        Any
party hereto may send any notice,  request,  demand,  claim, or other  communication
hereunder  to the  intended  recipient  at the address set forth above using any other
means (including personal delivery,  expedited courier, messenger service, telecopy,
 telex,  ordinary  mail,  or  electronic  mail),  but no such  notice, request,  demand,
claim, or other communication will be deemed to have been duly given  unless and until it
actually is received by the intended  recipient.  Any party hereto may change the address
to which notices, requests, demands, claims, and other  communications  hereunder  are to
be  delivered  by giving  the other parties hereto notice in the manner herein set forth. 



        Section
4.5 Specific Performance. Each party hereto acknowledges and agrees that the  other
 parties  would  be  damaged  irreparably  if any  provision  of this Agreement is not
performed in accordance with its specific terms or is otherwise breached. Accordingly,
each party agrees that the other parties will be entitled to an injunction or
 injunctions  to prevent  breaches of the provisions of this Agreement  and  to  enforce
 specifically  this  Agreement  and  its  terms  and provisions  in any action
 instituted  in any court of the United  States or any state thereof having  jurisdiction
 over the parties  hereto and the matter,  in addition to any other remedy to which they
may be entitled, at Law or in equity. 



        Section
4.6 Waiver of Jury Trial.  THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR
 RESPECTIVE  RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER AGREEMENTS  RELATING HERETO OR ANY DEALINGS AMONG THEM  RELATING
TO THE  TRANSACTIONS.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING OF
ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THE  TRANSACTIONS,  INCLUDING,  CONTRACT CLAIMS, TORT  CLAIMS,  BREACH OF DUTY
 CLAIMS,  AND ALL OTHER  COMMON LAW AND  STATUTORY CLAIMS.  THE  PARTIES  HERETO  EACH
 ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
 RELATIONSHIP AND THAT THEY WILL CONTINUE TO 




 
	 	
-6-	 














RELY ON THE WAIVER IN THEIR RELATED
FUTURE  DEALINGS.  EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY  WAIVES ITS
JURY TRIAL RIGHTS  FOLLOWING CONSULTATION  WITH  LEGAL  COUNSEL.  NOTWITHSTANDING
 ANYTHING  TO THE  CONTRARY HEREIN,  THIS WAIVER IS IRREVOCABLE,  MEANING THAT IT MAY NOT
BE MODIFIED ORALLY OR  IN  WRITING,  AND  THE  WAIVER  WILL  APPLY  TO  ANY  AMENDMENTS,
 RENEWALS, SUPPLEMENTS  OR  MODIFICATIONS  TO THIS  AGREEMENT OR TO ANY OTHER  DOCUMENTS
OR AGREEMENTS  RELATING  HERETO.  IN THE EVENT OF AN ACTION,  THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO TRIAL BY A COURT. 



        Section
 4.7  Counterparts.  This  Agreement  may be  executed  in  two or  more counterparts,
each of which will be deemed an original but all of which together will constitute one
and the same instrument. 



        Section
 4.8  Headings.  The  article and  section  headings  contained  in this Agreement are
inserted for  convenience  only and will not affect in any way the meaning or
interpretation of this Agreement. 



        Section
4.9  Governing  Law.  This  Agreement,  the entire  relationship  of the parties  hereto,
 and any litigation  between the parties  (whether  grounded in contract,  tort,
 statute,  law or equity)  shall be governed  by,  construed in accordance with, and
interpreted  pursuant to the laws of the State of New York, without giving effect to its
choice of laws principles. 



        Section
4.10 Amendments.  This Agreement may not be amended,  modified or waived as to any
particular  provision,  except by a written instrument executed by all parties hereto. 



        Section
4.11  Severability.  The  provisions  of this  Agreement  will be deemed severable and
the  invalidity  or  unenforceability  of any  provision  will not affect the validity or
enforceability of the other provisions  hereof;  provided that if any  provision of this
 Agreement,  as applied to any party hereto or to any circumstance,  is adjudged by a
Governmental Body,  arbitrator,  or mediator not to be  enforceable  in accordance  with
its terms,  the parties hereto agree that the Governmental  Body,  arbitrator,  or
mediator making such determination will have the power to modify  the  provision  in a
manner  consistent  with its objectives  such that it is  enforceable,  and/or to  delete
 specific  words or phrases,  and in its reduced form,  such provision will then be
enforceable  and will be enforced. 



        Section
4.12 Expenses. Except as otherwise expressly provided in this Agreement, each party
 hereto will bear its own costs and expenses  incurred in  connection with the
 preparation,  execution  and  performance  of this  Agreement  and the consummation of
the  transactions  contemplated  hereby,  including all fees and expenses  of agents,
 representatives,  financial  advisors,  legal  counsel and accountants,  provided that
upon the consummation of the initial public offering of Hanover,  all such accrued fees
and expenses of legal  counsel of Buyer shall be paid by Hanover. 




 
	 	
-7-	 














        Section
4.13 Construction.  The parties hereto have participated  jointly in the negotiation  and
 drafting of this  Agreement.  If an  ambiguity  or question of intent or interpretation
 arises, this Agreement will be construed as if drafted jointly by the parties  hereto
and no  presumption or burden of proof will arise favoring  or  disfavoring  any party
 hereto  because of the  authorship  of any provision of this  Agreement.  Any reference
to any federal,  state,  local,  or foreign  Law will be deemed  also to refer to Law as
 amended  and all rules and regulations promulgated thereunder,  unless the context
requires otherwise.  The words  “include,”  “includes,” and “including”  will
be deemed to be followed by “without limitation.” Pronouns in masculine,
 feminine,  and neuter genders will be construed to include any other gender, and words
in the singular form will be construed  to include  the plural and vice versa,  unless
the context  otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,”  and
words of similar  import  refer to this  Agreement as a whole and not to any particular
 subdivision  unless expressly so limited.  The parties hereto intend that each
 representation,  warranty,  and covenant  contained  herein will have independent
 significance.  If any party hereto has breached any representation, warranty,  or
 covenant  contained  herein in any  respect,  the fact that there exists another
representation, warranty or covenant relating to the same subject matter  (regardless  of
the  relative  levels of  specificity)  which such party hereto has not  breached  will
not detract  from or mitigate  the fact that such party hereto is in breach of the first
representation, warranty, or covenant. 



        Section
  4.14 Waiver.   No  waiver  by  any  party  hereto  of  any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional or not, may be deemed to extend to any prior or subsequent  default,
misrepresentation,  or breach of warranty or covenant hereunder or affect in any way any
rights arising because of any prior or subsequent occurrence. 



        Section
4.15 Remedies.  The parties hereto shall have all remedies for breach of this Agreement
available to them as provided by law or equity. 



        Section
 4.16  Publicity.  None of the  parties  hereto,  nor  their  respective representatives,
  agents,  affiliates,   subsidiaries,   directors,   advisors, controlling  persons,
 employees or members shall issue or cause the publication of any press release,
 advertisement or other public  communication  relating to this Agreement or any of the
other documents contemplated hereunder, without the prior  written  consent  of the other
 party,  except  where the  disclosure  of information is required by law, rule,
 regulation,  regulatory  inquiry or other judicial process. 



[SIGNATURE PAGES
FOLLOW] 





 
	 	
-8-	 














        IN
WITNESS WHEREOF,  the undersigned have executed this Agreement to be effective as of the
date first set forth above. 

	 	SELLER:
	 	
	 	HANOVER OVERSEAS LIMITED
	 	
	 	By:        


                                                              	/s/ Lisabeth  Style
      

      
      Lisabeth  Style, Director
	 	
	 	BUYER:
	 	
	 	/s/ Mark Klein
      

      Mark Klein
	 	

                                                     


                                                     

      Address:  ________________________

                       ________________________














Signature Page to 

                                             Stock Purchase Agreement 




 
	 	
1	 














SCHEDULE A 



DEFINITIONS 



        As
used in the Stock Purchase  Agreement  dated as of July 6, 2007, by and among  Hanover
 Overseas  Limited  and Mark  Klein  (the  “Agreement”),  the following terms
shall have for all purposes the following meanings: 



        “Buyers”  shall
 have the  meaning  set  forth in the  preamble  to the Agreement. 



        “Closing”  shall
 have the  meaning  set  forth in  Section  1.3 of the Agreement. 



        “Closing
 Date”  shall have the meaning set forth in Section 1.3 of the Agreement. 



        “Consent” means
any consent, approval,  notification,  waiver, or other similar action that is necessary
or convenient. 



        “Contract”  shall
 have the  meaning  set forth in  Section  2.3 of the Agreement. 



        “Governmental
 Body” shall have the meaning set forth in Section 2.3 of the Agreement. 



        “Hanover”  shall
 have the  meaning  set forth in the  recitals  to the Agreement. 



        “Law” shall
have the meaning set forth in Section 2.3 of the Agreement. 



        “Lien”  shall
mean a mortgage,  deed of trust,  pledge,  hypothecation, assignment,  encumbrance,
 charge,  restriction,  lien  (statutory or otherwise, including,   without  limitation,
  any  lien  for  taxes),  security  interest, preference,   participation   interest,
  priority  or  security   agreement  or preferential  arrangement of any kind or nature
whatsoever,  including,  without limitation,  any  conditional  sale or  other  title
 retention  agreement,  any financing  lease having  substantially  the same  economic
 effect as any of the foregoing  and the  filing  of any  document  under  the  law of
any  applicable jurisdiction  to  evidence  any of the  foregoing,  other  than  (i)
 statutory, mechanics’  or other Liens  incurred in the ordinary  course of business
or (ii) Liens for taxes incurred but not yet due. 



        “Order”  shall
 have  the  meaning  set  forth  in  Section  2.3 of the Agreement. 



        “Permit”  shall
 have  the  meaning  set  forth in  Section  2.3 of the Agreement. 



        “Purchase
Price” shall have the meaning set forth in Section 1.2 of the Agreement. 



        “SEC” shall
have the meaning set forth in Section 2.3 of the Agreement. 



        “Securities
Act” shall mean the Securities Act of 1933, as amended,  or any  successor  federal
 statute,  and  the  applicable  rules  and  regulations promulgated and in effect from
time to time thereunder. 



        “Seller”  shall
 have the  meaning  set  forth in the  preamble  to the Agreement. 




 
	 	
A-1	 














        “Shares”  shall
 have the  meaning  set  forth in the  recitals  to the Agreement. 





 
	 	
A-2