Unassociated Document


    


    
 

    STOCK
      PURCHASE AGREEMENT 

    


    BETWEEN

    


    AEROFLEX
      INCORPORATED

    (“Seller”)

    


    AND

    


    STAR
      DYNAMICS HOLDINGS, LLC

    AND
      

    TAZ
      VENTURES, LLC

    (“Buyers”)

    


    
 

    DATED
      AS
      OF MAY 15, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            	
              Sale
                and Transfer of Shares; Closing

            	
              6

            
	
              Section

            	
              1.1.

            	
              Shares

            	
              6

            
	
              Section

            	
              1.2.

            	
              Purchase
                Price

            	
              6

            
	
              Section

            	
              1.3.

            	
              Closing

            	
              6

            
	 	 	 	 
	
              ARTICLE
                II

            	
              Representations
                and Warranties of Seller

            	
              6

            
	
              Section

            	
              2.1.

            	
              Organization;
                Power

            	
              6

            
	
              Section

            	
              2.2.

            	
              Capitalization

            	
              7

            
	
              Section

            	
              2.3.

            	
              Authority;
                No Violation

            	
              7

            
	
              Section

            	
              2.4.

            	
              Ownership
                of Shares

            	
              7

            
	
              Section

            	
              2.5.

            	
              Consents
                and Approvals

            	
              8

            
	
              Section

            	
              2.6.

            	
              No
                Sales or Options

            	
              8

            
	
              Section

            	
              2.7.

            	
              Financial
                Statements

            	
              8

            
	
              Section

            	
              2.8.

            	
              Litigation

            	
              9

            
	
              Section

            	
              2.9.

            	
              Absence
                of Changes or Events

            	
              9

            
	
              Section

            	
              2.10.

            	
              Compliance
                with Laws: No Default

            	
              9

            
	
              Section

            	
              2.11.

            	
              Real
                Property

            	
              9

            
	
              Section

            	
              2.12.

            	
              Material
                Contracts

            	
              10

            
	
              Section

            	
              2.13.

            	
              Licenses
                and Permits

            	
              10

            
	
              Section

            	
              2.14.

            	
              Intellectual
                Property and Information Technology

            	
              11

            
	
              Section

            	
              2.15.

            	
              Environmental
                Matters

            	
              11

            
	
              Section

            	
              2.16.

            	
              Labor
                Relations; Employees

            	
              12

            
	
              Section

            	
              2.17.

            	
              Employee
                Benefit Plans

            	
              13

            
	
              Section

            	
              2.18.

            	
              Tax
                Matters

            	
              13

            
	
              Section

            	
              2.19.

            	
              Subsidiaries

            	
              14

            
	
              Section

            	
              2.20.

            	
              Brokers’
                or Finders’ Fee

            	
              14

            
	
              Section

            	
              2.21.

            	
              Inventory

            	
              14

            
	
              Section

            	
              2.22.

            	
              Title
                to and Condition of Assets

            	
              14

            
	
              Section

            	
              2.23.

            	
              Affiliate
                Transactions

            	
              14

            
	
              Section

            	
              2.24.

            	
              Foreign
                Corrupt Practices Act

            	
              15

            
	
              Section

            	
              2.25.

            	
              Warranties

            	
              15

            
	
              Section

            	
              2.26.

            	
              Customers
                and Suppliers

            	
              15

            
	
              Section

            	
              2.27.

            	
              Disclosure

            	
              15

            
	
              Section

            	
              2.28.

            	
              Limitation
                of Representations and Warranties

            	
              16

            
	 	 	 	 
	
              ARTICLE
                III

            	
              Representations
                and Warranties of Buyer

            	
              16

            
	
              Section

            	
              3.1.

            	
              Organization;
                Power

            	
              16

            
	
              Section

            	
              3.2.

            	
              Authority;
                No Violation; Etc

            	
              16

            
	
              Section

            	
              3.3.

            	
              Consents
                and Approvals

            	
              17

            
	
              Section

            	
              3.4.

            	
              Litigation

            	
              17

            
	
              Section

            	
              3.5.

            	
              Buyer's
                Sophistication

            	
              17

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Section

              	
                3.6.

              	
                Due
                  Diligence; Access to Information; Non-Reliance

              	
                17

              
	
                Section

              	
                3.7.

              	
                Investment
                  Intent

              	
                18

              
	
                Section

              	
                3.8.

              	
                Legend

              	
                18

              
	
                Section

              	
                3.9.

              	
                Brokers’
                  or Finders’ Fees

              	
                18

              
	
                Section

              	
                3.10.

              	
                Radar
                  Business Receivables

              	
                19

              
	
                Section

              	
                3.11.

              	Disclosure	19
	
                Section

              	
                3.12.

              	
                Limitation
                  of Representations and Warranties

              	
                19

              
	 	 	 	 
	
                ARTICLE
                  IV

              	
                Intentionally
                  Omitted

              	
                19

              
	 	 	 
	
                ARTICLE
                  V

              	
                Additional
                  Covenants and Agreements

              	
                20

              
	
                Section

              	
                5.1.

              	
                Confidentiality;
                  Non-Disparagement

              	
                20

              
	
                Section

              	
                5.2.

              	
                Public
                  Announcements

              	
                21

              
	
                Section

              	
                5.3..

              	
                Obligations
                  with Respect to Employees

              	
                21

              
	
                Section

              	
                5.4.

              	
                Certain
                  Costs

              	
                22

              
	
                Section

              	
                5.5.

              	
                Name
                  Changes of Acquired Company

              	
                22

              
	
                Section

              	
                5.6.

              	
                Honoring
                  of Existing Purchase Orders

              	
                22

              
	
                Section

              	
                5.7.

              	
                Further
                  Assurances

              	
                23

              
	
                Section

              	
                5.8.

              	
                Accounting
                  and Other Assistance

              	
                23

              
	
                Section

              	
                5.9.

              	
                Post-Closing
                  Tax Matters

              	
                24

              
	
                Section

              	
                5.10.

              	
                Seller
                  Guarantees and Existing Letters of Credit

              	
                28

              
	
                Section

              	
                5.11.

              	
                Contracts
                  of the Non-Radar Buisnesses

              	
                28

              
	
                Section

              	
                5.12.

              	
                Royalties;
                  Other Consideration

              	
                29

              
	
                Section

              	
                5.13.

              	
                Powell
                  Guarantees; Liens

              	
                .29

              
	
                Section

              	
                5.14.

              	
                Transition
                  Services

              	
                29

              
	
                Section

              	
                5.15.

              	Expenses	30
	
                Section

              	
                5.16.

              	Good
                Faith
                Performance	30
	 	 	 
	
                ARTICLE
                  VI

              	
                Non-Competition;
                  Non-Solicitation

              	
                30

              
	 	 	 
	
                ARTICLE
                  VII

              	
                Closing
                  Deliveries

              	
                32

              
	
                Section

              	
                7.1.

              	
                Deliveries
                  to Buyer at the Closing

              	
                32

              
	
                Section

              	
                7.2.

              	
                Deliveries
                  to Seller at the Closing

              	
                33

              
	 	 	 	 
	
                ARTICLE
                  VIII

              	
                Indemnification

              	
                33

              
	
                Section

              	
                8.1.

              	
                Survival
                  of Representations and Warranties

              	
                33

              
	
                Section

              	
                8.2.

              	
                Survival
                  of Covenants and Agreements

              	
                34

              
	
                Section

              	
                8.3.

              	
                Indemnification
                  by Seller

              	
                34

              
	
                Section

              	
                8.4.

              	
                Indemnification
                  by Buyer and the Acquired Company

              	
                34

              
	
                Section

              	
                8.5.

              	
                Procedure;
                  Notice of Claims

              	
                35

              
	
                Section

              	
                8.6.

              	
                Procedure-
                  Third Party Claims

              	
                36

              
	
                Section

              	
                8.7.

              	
                Remedies

              	
                37

              
	
                Section

              	
                8.8.

              	
                Certain
                  Limitations

              	
                38

              
	
                Section

              	
                8.9.

              	
                Knowledge

              	39
	 	 	 
	
                ARTICLE
                  IX

              	
                Miscellaneous
                  Provisions

              	
                39

              
	
                Section

              	
                9.1.

              	
                Entire
                  Agreement; Assignment; Amendments and Waivers

              	
                39

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Section

              	
                9.2.

              	
                Validity

              	
                40

              
	
                Section

              	
                9.3.

              	
                Notices

              	
                40

              
	
                Section

              	
                9.4.

              	
                Governing
                  Law, Forum Selection, Jurisdiction

              	
                41

              
	
                Section

              	
                9.5.

              	
                Waiver
                  of Jury Trial

              	
                42

              
	
                Section

              	
                9.6.

              	
                Descriptive
                  Headings

              	
                42

              
	
                Section

              	
                9.7.

              	
                Parties
                  in Interest

              	
                42

              
	
                Section

              	
                9.8.

              	
                Specific
                  Performance

              	
                42

              
	
                Section

              	
                9.9.

              	
                Disclosure
                  Generally

              	
                42

              
	
                Section

              	
                9.10.

              	
                Counterparts

              	
                43

              
	
                Section

              	
                9.11.

              	
                Attorney's
                  Fees

              	
                43

              
	
                Section

              	
                9.12.

              	
                Interpretation

              	
                43

              
	 	 	 	 
	 	 	 	 
	
                Appendix
                  A.

              	
                Certain
                  Definitions

              	
                A-1

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock
      Purchase Agreement
      (the
“Agreement”), dated as of May 15, 2008, is made by and between AEROFLEX
      INCORPORATED, a Delaware corporation (“Seller”), And STAR DYNAMICS HOLDINGS, LLC
      AND TAZ VENTURES, LLC, each a limited liability company under the laws of the
      State of Florida (hereinafter jointly and severally referred to herein as
“Buyer”).

    


    R
      E C I T A L S

    


    A.
       Aeroflex
      Powell, Inc., an Ohio corporation (“Powell” or the “Acquired Company”), is
      engaged in the development, manufacture, sale and service of certain radar
      systems (the "Radar Business").

    


    B.
       Powell
      was formerly engaged in certain other product lines and businesses including
      synthetic test systems and broadband systems (the “Non-Radar
      Businesses”).

    


    C.
       Prior
      to
      the execution of this Agreement, pursuant to a certain Assignment and Assumption
      Agreement, Powell transferred to Aeroflex High Speed Test Solutions, Inc.
      (“Solutions”), substantially all of its assets and liabilities relating to, and
      those of its employees (the “Retained Employees”) involved with, the Non-Radar
      Businesses as well as all such other assets not dedicated to the Radar Business
      (the “Powell Non-Radar Business Transfer”), and to the Seller, by way of a
      dividend or otherwise in respect of the inter-company indebtedness owed by
      Powell to the Seller (i) all of the Licensed Technology as described in the
      License Agreement (the “Radar IP Transfer”) and (ii) all of the issued and
      outstanding common stock of Solutions.

    


    D. 
      Seller
      is the sole and legal beneficial owner of 500 shares of the capital stock of
      Powell (the “Shares”), which Shares constitute all of the authorized, issued and
      outstanding capital stock of Powell. 

    


    E. Seller
      desires to sell the Shares to Buyer and Buyer desires to purchase the Shares
      from Seller for the consideration and on the terms set forth in this Agreement.
      

    


    F. Certain
      capitalized terms used in this Agreement shall have the meaning ascribed to
      such
      terms in Appendix A attached to this Agreement.

    


    A
      G R E E M E N TS

    


    In
      consideration of the mutual representations, warranties, covenants, agreements
      and conditions contained herein and in order to set forth the terms and
      conditions of the sale of the Shares (the “Transaction”) and the manner of
      effecting the Transaction, the parties hereto agree as follows:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

    Sale
      and Transfer of Shares; Closing

    


    Section
      1.1. Shares.
      Subject
      to the terms and conditions of this Agreement, at the Closing, Seller will
      sell
      and transfer the Shares to Buyer, and Buyer will purchase the Shares from
      Seller.

    


    Section
      1.2. Purchase
      Price.
      The
      purchase price to be paid by Buyer for the Shares shall be $750,000 USD (the
      “Purchase Price”). The Purchase Price shall be paid at the Closing by wire
      transfer in immediately available funds to an account designated in writing
      by
      Seller no less than two (2) days prior to the Closing. 

    


    Section
      1.3. Closing.
      The
      consummation of the Transaction (the “Closing”) shall take place simultaneously
      with the execution of this Agreement in the offices of Moomjian, Waite, Wactlar
      & Coleman, LLP, 100 Jericho Quadrangle, Jericho, New York (the date on which
      the Closing takes place being referred to as the “Closing Date”). All actions
      scheduled in this Agreement for the Closing Date shall be deemed to occur
      simultaneously. For federal income tax purposes the Closing shall be deemed
      to
      be effective at 11:59 p.m. Eastern time on the Closing Date.

     

    ARTICLE
      II

    Representations
      and Warranties of Seller

    


    Seller
      represents and warrants to Buyer as of the date hereof (except as otherwise
      expressly indicated) as follows:

    


    Section
      2.1. Organization;
      Power. 

    


    (a) The
      Acquired Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Ohio. 

    


    (b) The
      Acquired Company has all requisite corporate power and authority to own or
      use
      or lease its properties and assets that it owns or uses or leases and to carry
      on its business as it is now being conducted. The Acquired Company has all
      requisite power and authority to enter into, execute and deliver this Agreement
      and to consummate the Transaction.

    


    (c) The
      Acquired Company is duly qualified or licensed and in good standing in each
      jurisdiction where the nature of the activities conducted by it or the character
      of the property or assets owned, leased or operated by it makes such
      qualification or licensing necessary, except where the failure to be so
      qualified would not, individually or in the aggregate, have a Material Adverse
      Effect. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      2.2 Capitalization.
      

    


    (a) The
      authorized capital stock of the Acquired Company is 500 shares of common stock,
      of which 500 shares are issued and outstanding, and comprise the Shares as
      defined in the Preamble. All of the Shares have been duly authorized and validly
      issued in accordance with Applicable Law, are fully paid and non-assessable,
      and
      have not been issued in violation of the certificate or articles of
      incorporation and bylaws of the Acquired Company or the preemptive rights of
      any
      Person.

    


    (b) Neither
      Seller nor the Acquired Company is a party to any outstanding subscriptions,
      contracts to purchase capital stock or other securities, conversion privileges,
      options, warrants or rights of any kind, with respect to the purchase, sale
      or
      voting of any securities of the Acquired Company or of the Shares.

    


    Section
      2.3. Authority;
      No Violation.

    


    (a) The
      execution and delivery of this Agreement and the Related Agreements and the
      consummation of the Transaction have been duly and validly authorized by all
      necessary corporate or other action on the part of Seller and the Acquired
      Company. This Agreement and the Related Agreements are valid and binding
      obligations of Seller, enforceable against Seller in accordance with their
      terms, except as the enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer or other laws relating to or
      limiting creditors’ rights generally or by general principles of equity,
      regardless of whether such enforceability is considered in a proceeding at
      law
      or in equity. 

    


    (b) Neither
      the execution nor delivery of this Agreement, nor the consummation of the
      Transaction, nor compliance by Seller with any of the provisions of the
      Agreement, will:

    


    (i) conflict
      with, violate, result in a breach of, constitute a default (or an event that,
      with notice or lapse of time, or both, would constitute a default) under, or
      give rise to any right of termination, cancellation or acceleration under any
      provision of the articles of incorporation or bylaws of Seller, or any of the
      terms, conditions or provisions of any Material Contract (assuming receipt
      of
      any necessary consents);

    


    (ii) violate
      any Order to which the Seller or the Acquired Company is subject;
      or

    


    (iii) to
      Seller’s Knowledge, violate any Applicable Law to which the Seller or the
      Acquired Company is subject.

    


    Section
      2.4. Ownership
      of Shares. 

    


    Seller
      has good and marketable title to the Shares, free and clear of any Liens, except
      Permitted Liens, and has the right, power and authority to sell and transfer
      the
      Shares to Buyer in the manner provided herein. The Shares are not subject to
      any
      voting trust or voting agreement, nor is any proxy in effect with respect
      thereto. At Closing, Seller shall transfer to Buyer good and marketable title
      to
      the Shares free and clear of any Liens except Permitted Liens. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Section
      2.5. Consents
      and Approvals. 

    


    Except
      as
      set forth in Schedule 2.5, the execution, delivery and performance of this
      Agreement by Seller, and the consummation of the Transaction, will not require
      any notice to, action of, filing with, or consent, authorization, order or
      approval from, any Governmental Authority, or any third party under any Material
      Contract.

    


    Section
      2.6. No
      Sales or Options.

    


    Except
      for this Agreement, since the Latest Balance Sheet Date, the Acquired Company
      has not entered into any agreement for the sale of, or given any Person an
      option to purchase, all or any part of the assets of the Radar Business, other
      than sales of inventory items in the Ordinary Course of Business, sales of
      supplies in the Ordinary Course of Business, or the disposal of machinery or
      equipment in the Ordinary Course of Business. 

    


    Section
      2.7. Financial
      Statements. 

    


    (a) Attached
      as Schedule 2.7 are unaudited historical Financial Statements relating to
      the Radar Business prior to the Radar IP Transfer. The Financial Statements
      (i) were prepared in a manner consistent with Past Practice, (ii) the
      balance sheets included therein, respectively, present fairly in all material
      respects the financial condition of the Radar Business, as at the dates referred
      to therein, and (iii) the income statements included therein, respectively,
      present fairly in all material respects the results of operations of the Radar
      Business, for the periods referred to therein.

    


    (b) Other
      than to the extent (i) disclosed on Schedule 2.7(b), (ii) reflected or reserved
      against in the balance sheet as at February 29, 2008 (the “February 29, 2008
      Balance Sheet”), or (iii) disclosed elsewhere in this Agreement or any other
      Schedule hereto, there are no material Liabilities or obligations of the Radar
      Business except Liabilities and obligations incurred in the Ordinary Course
      of
      the Radar Business subsequent to February 29, 2008 (the “Latest Balance Sheet
      Date”). 

    


    (c) The
      financial records of the Acquired Company with respect to the Radar Business
      are
      complete and accurate in all material respects and have been properly maintained
      in all material respects in accordance with Applicable Law.

     

    (d)
       The
      books
      and stock records of the Acquired Company are complete and accurate in all
      material respects and have been maintained in accordance with sound business
      practices.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
      2.8. Litigation.
      

    


    There
      is
      neither any suit, claim, action or proceeding pending by or against the Acquired
      Company before any Governmental Authority, nor to the Knowledge of Seller,
      is
      any such suit, claim, action, proceeding or investigation threatened against
      Seller before any Governmental Authority, in each case, (i) that individually,
      or in the aggregate, would (A) prevent, hinder or delay the execution and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby or (B) result in this Agreement being declared unlawful
      or
      cause the rescission of any of the transactions contemplated hereby or (ii)
      that
      individually, or in the aggregate, if determined adversely, would be reasonably
      likely to have a Material Adverse Effect on the Radar Business. There are no
      Orders outstanding against the Acquired Company that have had or would be
      reasonably likely to have a Material Adverse Effect on the Radar
      Business.

    


    Section
      2.9. Absence
      of Changes or Events. 

    


    Except
      for the consummation of the Powell Non-Radar Business Transfer and the Radar
      IP
      Transfer or as otherwise described elsewhere in this Agreement or any schedule
      thereto, since the Latest Balance Sheet Date, the Acquired Company and,
      particularly, the Radar Business, have been conducted in the Ordinary Course,
      there has not been any event, circumstance or condition that has occurred that
      has caused or is reasonably likely to cause a Material Adverse Effect to the
      Radar Business, and there otherwise has been no change in the condition of
      the
      Radar Business other than changes in the Ordinary Course, none of which singly,
      and no combination of which, in the aggregate, have caused a Material Adverse
      Effect on the Radar Business. 

    


    Section
      2.10. Compliance
      with Laws: No Default. 

    


    The
      Acquired Company (i) is not in violation of any Order to which the Acquired
      Company is subject, and (ii) is not, and has not received written notice
      that the Acquired Company is, in violation of any Applicable Law to which the
      Acquired Company is subject.

    


    Section
      2.11. Real
      Property.

    


    (a) Schedule
      2.11(a) contains a list of all Leased Real Property of the Acquired Company
      which, except as set forth in Schedule 2.11(a), is used exclusively for or
      in
      connection with the Radar Business. A true copy of all leases (and all
      amendments thereto presently in effect) for the Leased Real Property have been
      delivered to Buyer.

    


    (b)
       All
      of
      the leases for Leased Real Property are valid and binding and in full force
      and
      effect.

    


    (c) The
      Acquired Company enjoys quiet possession under the leases for the Leased Real
      Property which are enforceable against the lessor, as applicable, in accordance
      with their terms. There is no default under any of the leases for the Leased
      Real Property on the part of the Acquired Company or, to Seller’s Knowledge, on
      the part of any other party thereto. To Seller’s Knowledge, no condition exists
      and no event has occurred which, with or without the passage of time or the
      giving of notice or both, would reasonably be expected to constitute such
      default.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (d) Schedule
      2.11 (d) sets forth a description of the real property owned by the Acquired
      Company which is used exclusively for or in connection with the Radar Business
      (the “Owned Real Property”).

    


    (e) A
      true
      copy of the deed for the Owned Real Property has been delivered to the Buyer.
      The Acquired Company is in actual possession of the Owned Real Property and
      has
      good, indefeasible and marketable title in fee simple to, and as of the Closing
      will own the Owned Real Property, free and clear of any Liens or exceptions
      other than (i) Permitted Liens, (ii) those listed on Schedule 2.11 (e), (iii)
      real property Taxes, if any, affecting the Owned Real Property only, not yet
      due
      and payable, and (iv) the state of facts shown on the latest survey as of the
      date of such survey, (v) Liens or exceptions which do not adversely impair
      materially the use or value of the Owned Real Property.

    


    Section
      2.12. Material
      Contracts. 

    


    Schedule
      2.12 sets forth a list of all Material Contracts of the Acquired Company that
      relate to the Radar Business. Seller has made available to Buyer true and
      complete copies of all such Material Contracts. Except where the same would
      not
      have a Material Adverse Effect, each such Material Contract is in full force
      and
      effect on the date hereof, and is legal, valid, binding and enforceable against
      the Acquired Company in accordance with its terms, except to the extent such
      enforceability may be limited by applicable bankruptcy or other laws affecting
      creditors' rights, or by general equity principles. Except as set forth on
      Schedule 2.12, the Acquired Company has performed all obligations required
      to be
      performed by it to date under, and is not in default in respect of, any such
      Material Contract, and no event has occurred which, with due notice or lapse
      of
      time or both, would constitute such a default, except where such a default
      would
      not have a Material Adverse Effect on the Radar Business. To the best of
      Seller's Knowledge, no other party to any such Material Contract is in default
      in respect thereto and no event has occurred which, with due notice or lapse
      of
      time or both would constitute such a default, except where such a default would
      not have a Material Adverse Effect. The Acquired Company has not received notice
      of the pending or threatened cancellation, revocation or termination of any
      of
      the Material Contracts, nor, to the Knowledge of the Seller, are there any
      facts
      or circumstances which are reasonably likely to result in any such cancellation,
      revocation or termination. Except as set forth in Schedule 2.12, the Acquired
      Company has not assigned, delegated or otherwise transferred any of its rights
      or obligations under or with respect to any Material Contract that relates
      to
      the Radar Business. 

    


    Section
      2.13. Licenses
      and Permits. 

    


    Except
      as
      listed in Schedule 2.13, the Acquired Company owns, holds, possesses or
      lawfully uses all licenses, permits, certificates, approvals, resolutions,
      consents and other authorizations (“Permits”) which are necessary in order to
      conduct the Radar Business as it is currently being conducted, except where
      the
      failure to have such Permits will not have a Material Adverse Effect on the
      Radar Business.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      2.14. Intellectual
      Property and Information Technology. 

    


    (a) 
      After
      the consummation of the Radar IP Transfer, all of the remaining Radar
      Intellectual Property will be owned by the Acquired Company, free and clear
      of
      any and all Liens, except for Permitted Liens. Except for the license by Seller
      of the Licensed Technology to the Acquired Company pursuant to the License
      Agreement, no licenses for the use of any of the Radar Intellectual Property
      will have been granted to any third parties other than those that may have
      been
      given in the Ordinary Course to end-users of the Acquired Company’s products.
      None of the Radar Intellectual Property is subject to any outstanding Order.
      The
      Radar Intellectual Property, together with the Licensed Technology is sufficient
      and appropriate for the conduct of Radar Business as currently conducted and
      as
      conducted prior to the Radar IP Transfer and the Powell Non-Radar Business
      Transfer. To the Knowledge of Seller, the Radar Intellectual Property currently
      used in or in connection with the Radar Business does not infringe on, or
      conflict with, the intellectual property rights of any Person. No claim is
      pending or, to the Knowledge of Seller, is threatened, to the effect that any
      such infringement, interference, or misappropriation has occurred. To the
      Knowledge of Seller, there is no infringement or unlawful or unauthorized use
      by
      any Persons of any of the Radar Intellectual Property material to the conduct
      of
      the Radar Business. All required filings, if any, have been made, and all
      registration, renewal and other fees payable in respect of the registered Radar
      Intellectual Property, if any, have been paid except where the failure to do
      so
      will not have a Material Adverse Effect on the Radar Business.

    


    (b) All
      Information Technology currently used by or required to carry on the Radar
      Business is either owned by, or validly leased or licensed to, the Acquired
      Company or the Seller and its Affiliates.

    


    Section
      2.15. Environmental
      Matters.

    


    Except
      as
      described in Schedule 2.15: 

    


    (a) The
      Owned
      Real Property and the Leased Real Property are and have been in material
      compliance with all Environmental Laws, while owned, leased or operated by
      the
      Acquired Company; 

    


    (b) The
      Radar
      Business has been operated in material compliance with all Environmental Laws;
      

    


    (c) None
      of
      the assets and properties which have been or are now owned, leased or operated
      by the Acquired Company in connection with the Radar Business, have been used
      by
      the Acquired Company for the generation, storage, manufacture, use,
      transportation, disposal or treatment of Hazardous Materials, except in material
      compliance with Environmental Laws; 

    


    (d) To
      the
      Knowledge of Seller, there has not been a Hazardous Discharge on, in, under,
      from or to the Leased Real Property while the Acquired Company has been in
      possession thereof or on, in, under, from or to the Owned Real Property while
      owned by the Acquired Company; and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (e) 
      There
      are no Environmental Actions currently pending, or, to the Knowledge of Seller,
      threatened, against the Acquired Company, nor, to the Knowledge of Seller,
      any
      factual basis therefor.

     

    Section
      2.16. Labor
      Relations; Employees.

    


    (a) Except
      as
      described in Schedule 2.16(a):

    


    (i) the
      Acquired Company is not party to any collective bargaining agreement with
      respect to its work force; 

    


    (ii) no
      employee strike, work stoppage or lock-out is pending or, to Seller’s Knowledge,
      threatened against the Acquired Company; 

    


    (iii) no
      unfair
      labor practice charge or complaint is pending against the Acquired Company,
      or
      to Seller’s Knowledge, threatened;

    


    (iv) no
      collective bargaining agreement is being negotiated or is subject to negotiation
      or renegotiation by the Acquired Company with respect to those employees of
      the
      Acquired Company employed in the Radar Business (the “Radar
      Employees”);

    


    (v) no
      action, suit or complaint, by or before any Governmental Authority has been
      brought against the Acquired Company by or on behalf of any employee of the
      Acquired Company and is pending or, to Seller’s Knowledge, threatened;
      and

    


    (vi) the
      Acquired Company is in material compliance with Applicable Law with respect
      to
      the employment of individuals by, or the employment practices or work conditions
      of, the Acquired Company or their respective terms and conditions of employment,
      wages and hours.

    


    (b) 
      Except
      as set forth in Schedule 2.16(b): (i) each employee of the Acquired Company
      is employed on an at-will basis; and (ii) none of the Radar Employees of
      the Acquired Company has notified the Acquired Company that he or she plans
      to
      terminate his or her status as an employee of the Acquired Company (including
      upon or by reason of the consummation of the transactions contemplated hereby)
      and, to the Knowledge of the Seller, no such employee plans to do
      so.

    


    (c) Seller
      has provided Buyer with a true, complete and correct list of (i) all of the
      Radar Employees of the Acquired Company as of two (2) business days prior to
      the
      Closing Date, (ii) the base compensation and any bonus compensation
      received by each such employee in the immediately preceding fiscal year of
      the
      Acquired Company, (iii) current base compensation (or hourly rates) of each
      such employee and any bonuses paid or scheduled to be paid to any such employee
      since the end of the immediately preceding fiscal year of the Acquired Company,
      (iv) the current titles and the number of years of continuous service of
      each such employee, and (v) the unused and accrued vacation and personal days
      entitlements, and, as of the Latest Balance Sheet Date, deferred compensation
      owed to such employee.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    Section
      2.17. Employee
      Benefit Plans. 

    


    (a)
       All
      Seller Employee Benefit Plans applicable to employees of the Acquired Company
      are listed in Schedule 2.17(a). Except as listed in Schedule 2.17(a), no
      Employee Benefit Plans are sponsored or maintained by the Acquired Company.
      All
      Employee Benefit Plans have been maintained and operated substantially in
      accordance with both their terms and the requirements of Applicable Law,
      including, without limitation, ERISA and the Code. All contributions required
      to
      be made to Employee Benefit Plans have been made. Seller, as and to the extent
      requested by Buyer, has made available to Buyer an accurate and complete
      description of each Employee Benefit Plan.

    


    (b) Each
      Seller Employee Pension Benefit Plan which is intended to be “qualified” within
      the meaning of Section 401(a) of the Code has been determined to be so qualified
      by the Internal Revenue Service. There are no actions, suits or other claims
      pending with respect to any Employee Benefit Plan listed on Schedule 2.17(a)
      as
      being sponsored by the Acquired Company, other than routine claims for benefits,
      qualified domestic relations orders (as defined in ERISA Section 206(d)) and
      qualified medical child support orders (as defined in ERISA Section 609).


     

    Section
      2.18. Tax
      Matters. 

    


    (a) Except
      as disclosed in Schedule 2.18(a): 

    


    (i) Seller
      and/or the Acquired Company have timely filed all federal income and other
      Tax
      Returns that it or they were required to file with respect to the Acquired
      Company. All such Tax Returns were correct and complete. All Taxes shown on
      such
      Tax Returns have been or will be paid, or are being contested in good faith.
      The
      Acquired Company is not currently the beneficiary of any extension of time
      within which to file any material Tax Return;

    


    (ii) There
      is
      no dispute or claim concerning any Tax liability of the Acquired Company
      asserted by any Governmental Authority in writing; and

     

    (iii) The
      Acquired Company has not waived any statute of limitations in respect of Taxes
      or agreed to any extension of time with respect to a Tax assessment or
      deficiency.

    


    (b) Schedule
      2.18(b) lists all federal, state, local, and foreign Tax Returns filed with
      respect to the Acquired Company for Taxable Periods ended on or after December
      31, 2006, indicates those Tax Returns that have been audited, and indicates
      those Tax Returns that currently are the subject of audit. Seller has made
      available to the Buyer correct and complete copies of all such federal, state,
      and local Tax Returns, examination reports, and statements of deficiencies
      assessed against, or agreed to by the Acquired Company since December 31,
      2006. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      2.19. Subsidiaries.
      

    


    The
      Acquired Company currently has no Subsidiaries.

    


    Section
      2.20. Brokers’
      or Finders’ Fee. 

    


    Except
      as
      set forth on Schedule 2.20, no agent, broker, investment banker or other person
      or firm acting on behalf of Seller, the Acquired Company, or any of their
      respective directors, officers or agents, or under the authority of any of
      them,
      is or will be entitled to any broker’s or finder’s fee or any other commission
      or similar fee, directly or indirectly, from Seller or the Acquired Company,
      in
      connection with the Transaction.

    


    Section
      2.21. Inventory.
      

    


    All
      of
      the inventory of the Radar Business on hand as of the Closing generally is
      of a
      quantity and quality usable and saleable in the Ordinary Course of Business
      of
      the Radar Business, subject to the applicable reserve on the February 29, 2008
      Balance Sheet. Since the Latest Balance Sheet Date, all additions to, and
      dispositions of, inventories were made consistent with Past Practice in the
      Ordinary Course of the Radar Business. The reserve reflected on the February
      29,
      2008 Balance Sheet for excess and obsolete inventory and for physical inventory
      losses of the Radar Business was established in a manner consistent with Past
      Practice.

    


    Section
      2.22. Title
      to and Condition of Assets. 

    


    The
      Acquired Company has good, valid and marketable title to all of the assets
      relating to the Radar Business owned by it, free and clear of all Liens except
      Permitted Liens. Except as set forth in Schedule 2.22, the Acquired Company
      owns
      or has the right to use all of the assets used to carry on the Radar Business
      as
      it is presently conducted and as it was conducted immediately prior to the
      Radar
      IP Transfer and the Powell Non-Radar Business Transfer. Schedule 2.22 lists
      or
      otherwise describes all of the material assets and properties owned, leased
      or
      licensed by the Acquired Company for or in connection with the Radar Business.
      As currently used by the Acquired Company in the Ordinary Course of the Radar
      Business, all of said assets are in a good state of maintenance, repair and
      operating condition, ordinary wear and tear excepted.

    


    Section
      2.23. Affiliate
      Transactions. 

    


    (a) With
      regard to the Radar Business, except for the License Agreement, the Acquired
      Company is not a party to, or bound by, any contract with any of its Affiliates,
      other than on arms-length terms which are no less favorable to the Acquired
      Company than those which could be obtained with a third party which is not
      an
      Affiliate of the Acquired Company and other than as set forth in this Agreement
      or any Schedule hereto. Copies of all such contracts with Affiliates, if any,
      have been provided to Buyer and are listed on Schedule 2.23(a).

    


    (b) Except
      for trade payables and trade receivables, all inter-company accounts providing
      for payment of any amount between Seller or any of its Affiliates (other than
      the Acquired Company), on the one hand, and the Acquired Company, on the other
      hand, have been settled or assumed prior to Closing. Except for transition
      arrangements pursuant to the Transition Services Agreement, as of the Closing
      there will be no agreements between the Seller or any of its Affiliates (other
      than the Acquired Company), on the one hand, and the Acquired Company on the
      other hand.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Section
      2.24. Foreign
      Corrupt Practices Act. 

    


    The
      Acquired Company has not received written notice, nor does Seller have Knowledge
      that, the Acquired Company has made any payments to the representatives of
      any
      foreign Governmental Authority for the purpose of keeping or obtaining business
      in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended,
      or
      other comparable Applicable Law.

    


    Section
      2.25. Warranties.
      

    


    Except
      to
      the extent adequately covered by applicable reserves recorded on the February
      29, 2008 Balance Sheet, if any, to the Knowledge of Seller, with regard to
      the
      Radar Business, other than in the Ordinary Course, there are no product or
      service defects or deficiencies or any incidents that have occurred prior to
      the
      Closing Date which are reasonably likely to result in any material Losses,
      claims, damages or Liabilities based upon the breach of any express or implied
      warranties given in connection with such products sold and services provided
      by
      the Radar Business. All known product or service defect or warranty claims
      and
      those of which Seller has knowledge are threatened, are set forth on Schedule
      2.25.

    


    Section
      2.26. Customers and Suppliers

    


    (a) Schedule
      2.26(a) lists the five largest customers by dollar volume of the Acquired
      Company during the twelve (12) month period ended February 29, 2008, and all
      suppliers whose sales to the Acquired Company amounted to more than $100,000
      during the twelve (12) month period ended February 29, 2008. 

    


    (b) Except
      as
      set forth on Schedule 2.26(b), there exists no actual or, to the Knowledge
      of
      the Seller, threatened, termination or cancellation of, or any materially
      adverse change in, the business relationship that any of the customers or
      suppliers identified in Section 2.26(a) has with the Acquired
      Company.

    


    Section
      2.27. Disclosure

     

    The
      representations and warranties contained in this Article II (including the
      schedules thereto) do not contain any untrue statement of a material fact or
      omit to state any material fact necessary, in light of the circumstances in
      which they were made and taking into account the express limitations set forth
      in each such representation and warranty, including, but not limited to,
      materiality, Material Adverse Effect and Knowledge, to make such representation
      and warranty not misleading.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    



    Section
      2.28. Limitation
      of Representations and Warranties. 

    


    EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II, SELLER
      MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY,
      EXPRESS OR IMPLIED, CONCERNING THE SHARES, OR THE BUSINESS, ASSETS OR
      LIABILITIES OF THE ACQUIRED COMPANY OR THE RADAR BUSINESS. BUYER ACKNOWLEDGES
      THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT SELLER HAS NOT MADE, AND
      SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY
      WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY
      STATUTE OR OTHERWISE RELATING TO, AND BUYER HEREBY EXPRESSLY WAIVES AND
      RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST SELLER
      AND
      ITS REPRESENTATIVES IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY
      OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE
      FURNISHED TO BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF
      SELLER.

     

    ARTICLE
      III

    Representations
      and Warranties of Buyer

    


    Buyer
      represents and warrants to Seller as of the date hereof (except as otherwise
      expressly indicated) as follows:

    


    Section
      3.1. Organization;
      Power. 

    


    (a) Each
      of
      Gorlin, LLC and Becnel, LLC is limited liability company duly organized, validly
      existing and in good standing under the laws of the State of Florida. The
      members of each of Gorlin, LLC and Becnel, LLC, and their respective equity
      ownership interests, are set forth on Schedule 3.1(a).

    


    (b) Buyer
      has
      all the requisite corporate power and authority to own, lease and operate its
      assets, to carry on its business as it is now being conducted and to enter
      into,
      execute and deliver this Agreement, to consummate the Transaction, and to comply
      with and fulfill the terms and conditions of this Agreement.

    


    (c) The
      Buyer
      is duly qualified or licensed and in good standing in each jurisdiction where
      the nature of the activities conducted by it or the character of the property
      or
      assets owned, leased or operated by it makes such qualification or licensing
      necessary, except where the failure to be so qualified would not, individually
      or in the aggregate, have a Material Adverse Effect. 

    


    Section
      3.2. Authority;
      No Violation; Etc.

    


    (a) The
      execution and delivery of this Agreement and the Related Agreements and the
      consummation of the Transaction have been duly and validly authorized by all
      necessary action on the part of Buyer. This Agreement is a valid and binding
      obligation of Buyer, enforceable against Buyer in accordance with its terms,
      except as the enforcement may be affected by bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer or other laws relating to or
      limiting creditors’ rights generally or by general principles of equity,
      regardless of whether such enforceability is considered in a proceeding at
      law
      or in equity. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    (b) Neither
      the execution and delivery of this Agreement, nor the consummation of the
      Transaction, nor compliance by Buyer with any of the provisions of the
      Agreement, will:

    


    (i) conflict
      with, violate, result in a breach of, constitute a default (or an event that,
      with notice or lapse of time, or both, would constitute a default) under, or
      give rise to any right of termination, cancellation or acceleration under any
      provision of the articles of incorporation or bylaws of Buyer, or any of the
      terms, conditions or provisions of any note, lien, bond, mortgage, indenture,
      license, lease, contract, commitment, agreement, understanding, arrangement,
      restriction or other instrument or obligation to which Buyer is a party or
      by
      which Buyer may be bound; 

    


    (ii) violate
      any Order to which the Buyer or its assets is subject; or

    


    (iii) to
      Buyer’s Knowledge, violate any Applicable Law to which the Buyer or its assets
      is subject.

    


    Section
      3.3. Consents
      and Approvals. 

    


    Except
      as
      set forth on Schedule 3.3, the execution, delivery and performance of this
      Agreement by Buyer, and the consummation of the Transaction, will not require
      any notice to, action of, filing with or consent, authorization, order or
      approval from, any Governmental Authority or any other third
      Person.

    


    Section
      3.4. Litigation.
      

    


    There
      is
      no suit, claim, action, proceeding or investigation pending or, to the Knowledge
      of Buyer, threatened before any Governmental Authority, in each case, (i) that
      questions the validity of this Agreement or any Related Agreements or any action
      to be taken by Buyer in connection with this Agreement or any Related
      Agreements, (ii) that, individually or in the aggregate, would (A) have a
      Material Adverse Effect on Buyer, (B) prevent, hinder or delay the execution
      and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby or (C) result in this Agreement being declared unlawful
      or
      cause the rescission of any of the transactions contemplated hereby. There
      are
      no Orders against Buyer that have had or would have a Material Adverse Effect
      on
      Buyer.

     

    Section
      3.5.  Buyer’s
      Sophistication. 

    


    In
      connection with its decision to purchase the Shares, Buyer, on behalf of itself
      and its Affiliates and related parties, acknowledges, understands and agrees
      that Buyer and its members are sophisticated parties with such knowledge and
      experience in business matters that they appreciate the merits and risks of
      purchasing the Shares and consummating the Transaction on the terms and
      conditions set forth herein.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    Section
      3.6.  
      Due Diligence; Access to Information; Non-Reliance. 

    


    Buyer
      and
      its representatives have reviewed or otherwise had full access to, all of the
      books, records, documents, contracts, properties, assets, and financial and
      other information and personnel of or pertaining to the Acquired Company and
      the
      Radar Business to the extent that Buyer deemed necessary in order to evaluate
      the same and make a considered determination to purchase the Shares and
      consummate this Transaction on the terms and conditions set forth herein. In
      electing to enter into this Agreement and consummate the Transaction, Buyer
      is
      neither relying upon, nor has it been induced by, any representations,
      warranties, forecasts, projections, statements and/or promises or assurances
      of
      any kind not expressly set forth in this Agreement or in any of the Related
      Agreements, and with respect to those representations and warranties set forth
      in Article II hereof, Buyer is relying upon only those which the Buyer does
      not
      actually know to be untrue in any material respect as of the Closing
      Date.

    


    Section
      3.7. Investment
      Intent. 

    


    Buyer
      is
      acquiring the Shares for its own account, for investment purposes only and
      not
      with a view to, or for sale or resale in connection with, any public
      distribution thereof or with any present intention of selling, distributing
      or
      otherwise disposing of the Shares. Buyer is an “accredited investor” as that
      term is defined in Rule 501 of Regulation D promulgated under the
      Securities Act of 1933, as amended.

    


    Section
      3.8. Legend.
      

    


    Buyer
      understands that the Shares are characterized as “restricted securities” under
      the federal securities laws inasmuch as they are being acquired from Seller
      in a
      transaction not involving a public offering and that under such laws and
      applicable regulations such securities may be resold without registration under
      the Securities Act of 1933, as amended, only in certain limited circumstances.
      The Buyer acknowledges and agrees that the certificates evidencing the Shares
      shall bear a restrictive legend in substantially the following
      form:

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
      FOR
      INVESTMENT ONLY AND MAY NOT BE TRANSFERRED, ASSIGNED OR SOLD EXCEPT AS PERMITTED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
      LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.” 

    


    Section
      3.9. Brokers’
      or Finders’ Fees. 

    


    No
      agent,
      broker, investment banker or other Person acting on behalf of Buyer or its
      directors, members, officers or agents, or under the authority of any of them,
      is or will be entitled to any broker’s or finder’s fee or any other commission
      or similar fee, directly or indirectly, from Seller in connection with the
      Transaction.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Section
      3.10. Radar Business Receivables.

    


    Buyer
      acknowledges that all of the receivables of the Radar Business except for those
      created on and after May 3, 2008 have been transferred to Solutions prior to
      the
      Closing Date pursuant to the Assignment and Assumption Agreement.

    


    


    Section
      3.11 Disclosure

     

    The
      representations and warranties contained in this Article III (including the
      schedules thereto) do not contain any untrue statement of a material fact or
      omit to state any material fact necessary, in light of the circumstances in
      which they were made and taking into account the express limitations set forth
      in each such representation and warranty, including, but not limited to,
      materiality, Material Adverse Effect and knowledge, to make such representation
      and warranty not misleading.

     

    Section
      3.12. Limitation
      of Representations and Warranties. 

    


    EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, BUYER
      MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY,
      EXPRESS OR IMPLIED. SELLER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED IN
      THIS AGREEMENT BUYER HAS NOT MADE, AND BUYER HEREBY EXPRESSLY DISCLAIMS AND
      NEGATES, AND SELLER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY,
      EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND SELLER
      HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES
      OF ACTION AGAINST BUYER AND ITS REPRESENTATIVES IN CONNECTION WITH THE ACCURACY,
      COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN
      OR ORAL) HERETOFORE FURNISHED TO SELLER AND ITS REPRESENTATIVES BY OR ON BEHALF
      OF BUYER.


     

    ARTICLE
      IV

    (Intentionally
      Omitted)

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    Additional
      Covenants and Agreements

    


    Section
      5.1. Confidentiality;
      Non-Disparagement.

    


    (a) 
       (i) The
      Seller acknowledges that it has had access to, and use of, Confidential
      Information of the Radar Business prior to the Closing. The Seller covenants
      that, without written authorization from the Acquired Company, it shall not
      at
      any time hereafter, directly or indirectly, use for its own purpose or for
      the
      benefit of any Person other than the Acquired Company, any of such Confidential
      Information, or disclose any of such Confidential Information to any Person,
      provided,
      however,
      Seller
      and its Affiliates (other than the Acquired Company) shall be entitled to use
      any of such Confidential Information that they are currently using or have
      used
      at any time in the past with respect to any product currently being made or
      made
      at any time during the twelve month period immediately prior to the Closing
      (including any future version of any such product) by the Seller or any of
      its
      Affiliates (other than the Acquired Company) or any service currently being
      provided or provided at any time during the twelve month period immediately
      prior to the Closing by the Seller or any of its Affiliates (other than the
      Acquired Company).

     

    (ii)
      The
      Buyer acknowledges that certain of the Radar Employees have had access to,
      and
      use of, Confidential Information of the Seller and the Non-Radar Businesses
      prior to the Closing. The Buyer covenants that, without written authorization
      from the Seller or the Non-Radar Businesses, neither it nor the Acquired Company
      shall at any time hereafter, directly or indirectly, use for their own purpose
      or for the benefit of any Person other than the Seller and the Non-Radar
      Businesses, any of such Confidential Information, or disclose any of such
      Confidential Information to any Person, provided,
      however,
      the
      Acquired Company (and Buyer) shall be entitled to use any of such Confidential
      Information that the Radar Business is currently using or has used at any time
      in the past with respect to any product currently being made or made at any
      time
      during the twelve month period immediately prior to the Closing (including
      any
      future version of any such product) by the Radar Business or any service
      currently being provided or provided at any time during the twelve month period
      immediately prior to the Closing by the Radar Business.

    


    (b) Nothing
      herein shall prevent any disclosure required by Applicable Law or any Order
      of a
      Governmental Authority, provided that the Party requested to make such
      disclosure (the “Disclosing Party”), prior to any such disclosure, shall give
      the other Party (the “Non-Disclosing Party”) prompt notice of any such
      requirement, shall cooperate with the Non-Disclosing Party in obtaining a
      protective order or other means of protecting the confidentiality of the
      Confidential Information at the Non-Disclosing Party’s cost, and shall disclose
      only that Confidential Information that is legally required to be
      disclosed.

    


    (c) To
      the
      extent that the same may be appropriate, either Party shall be entitled to
      seek
      injunctive relief from any court of competent jurisdiction restraining any
      threatened or further violation of the covenant contained in this Section 5.1
      in
      addition to any other rights or remedies at law, in equity or under this
      Agreement to which such Party may be entitled.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
      5.2. Public
      Announcements. 

    


    The
      Parties shall consult with each other before issuing any press releases or
      public announcements on or after the Closing Date with respect to this
      Agreement, the Transactions contemplated hereby and/or the performance of the
      obligations required to be performed by either or both of them hereunder, and
      none of the Parties shall issue any other press release or make any public
      statement pertaining to this Agreement or the Transactions contemplated hereby
      prior to obtaining the other Party’s written approval, which approval shall not
      be unreasonably withheld or delayed. 

    


    Section
      5.3. Obligations
      with Respect to Employees.

    


    (a) General
      Obligation.
      Except
      as otherwise provided in Section 5.3(b) hereof, the Closing of this
      Agreement shall not be deemed to cause a termination of employment of the Radar
      Employees of the Acquired Company.

    


    (b) Employee
      Pension Benefit Plans. Effective
      as of the Closing, the Acquired Company shall cease to be a participating
      employer under all Seller Employee Pension Benefit Plans, and all Radar
      Employees shall be deemed to have incurred a termination of employment for
      all
      purposes of such plans. As of the Closing Date, all Radar Employees shall cease
      to be active participants under all Seller Employee Pension Benefit Plans and
      continued employment with the Acquired Company shall not be credited for any
      purposes of such plans. The Radar Employees shall be entitled to a distribution
      of their vested benefits from such plans, only in accordance with the terms
      of
      such plans and Applicable Law, based upon their service with Seller, its ERISA
      Affiliates and the Acquired Company on or before the Closing Date. 

    


    (c
      ) Employee
      Welfare Benefit Plans and other Plans.
      Effective as of the Closing Date, all Radar Employees shall cease to be
      participants in all Seller Employee Welfare Benefit Plans. 

     

    The
      Seller shall remain responsible for all claims covered under the Seller’s Health
      Plans that are incurred prior to the last day of the month in which the Closing
      Date occurs (the “Coverage Termination Date”) by or relating to covered Radar
      Employees and their covered spouses and covered dependents. The Acquired Company
      and Buyer shall assume, retain and otherwise be fully responsible for all claims
      by or relating to the Radar Employees and their spouses and dependents that
      (i)
      were incurred prior to the Coverage Termination Date, to the extent not covered
      by the Seller’s Health Plans and/or (ii) are incurred subsequent to the Coverage
      Termination Date. 

     

    (d) Other
      Obligations.
      Buyer
      and the Acquired Company shall assume, retain and otherwise be fully responsible
      for all liability of the Acquired Company and/or the Seller for and in respect
      of accrued but unpaid salaries, wages, vacation pay, deferred compensation,
      bonuses, commissions and sick pay of the Radar Employees.

    


    (e) Enforceability.
      This
      Section 5.3 shall survive consummation of this Agreement and the Transaction,
      is
      intended to benefit Seller, Buyer and their respective Affiliates, and shall
      be
      binding on Seller, Buyer, the Acquired Company and their respective successors
      and assigns. No one shall be considered a third party beneficiary of this
      Section 5.3 (or any related provisions of this Agreement). Accordingly, no
      one
      other than the Parties to this Agreement shall have the right to enforce the
      provisions of this Section 5.3 (or any related provisions of this Agreement)
      or
      to maintain any other legal or equitable action of any kind with respect to
      such
      provisions. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    Section
      5.4. Certain
      Costs. 

    


    In
      connection with consummating the Transaction, Buyer shall pay, when due, and
      comply with all relevant formalities relating to, any conveyance, transfer,
      sales, use, stamp, registration, notarial, recording and other similar Taxes
      and
      fees, including any penalties and interest, arising out of or in connection
      with
      the transfer of the Shares and the assets of the Acquired Company to Buyer.
      

    


    Section
      5.5. Name
      Changes of Acquired Company. 

    


    (a) No
      later
      than five (5) business days after the Closing Date, Buyer shall amend the
      certificate of incorporation, bylaws and other organizational documents of
      the
      Acquired Company to exclude any reference to “Aeroflex,” alone or in combination
      with any other words or terms, or any variation of such words or terms.
      Contemporaneously with the amendment of the organizational documents as herein
      contemplated after the Closing Date, Buyer and Acquired Company shall cease
      doing business under or utilizing as a trademark, trade name, or service mark,
      any of the foregoing names.

    


    (b) Subject
      in all respects to Section 5.11, in connection with the obligations on the
      part
      of the Buyer as set forth in subsection (a) above, Buyer and Acquired Company
      shall remove or cover, or shall have caused to be removed or covered, within
      a
      period of one (1) month after the Closing Date, the trademarks and/or trade
      names “Aeroflex” alone or in combination with any other words or terms, or any
      variation of other words or terms; or any other words or terms owned by, used
      by, or associated with Seller or its Subsidiaries and Affiliates, or any
      derivative of such name or term, from labels, containers, signs, panels, flags,
      brochures, manuals, literature, real property signage, vehicles and other
      material or matter (regardless of medium) transferred to Buyer or used in the
      business of the Acquired Company.

    


    (c) For
      the
      avoidance of doubt, except as expressly provided in this Section 5.5 and as
      otherwise may be required by Section 5.11 regarding the performance of Non-Radar
      Business Agreements after the Closing, Buyer and the Acquired Company shall
      have
      no right to use any of Seller’s trademarks, trade names or service marks.


    


    Section
      5.6. Honoring of Existing Purchase Orders. 

    


    Following
      the Closing, Seller agrees to, and agrees to cause its Affiliates (other than
      the Acquired Company) to, honor the terms of all purchase orders between the
      Acquired Company, on the one hand, and the Seller and/or any of the Seller’s
      Affiliates (other than the Acquired Company), on the other hand, relating to
      the
      Radar Business and in existence immediately prior to Closing. Any invoices
      for
      products or services issued by the Acquired Company after Closing shall be
      exclusively for the account of Acquired Company and Seller shall have no rights
      thereto.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
      5.7. Further Assurances. 

    


    (a) From
      and
      after the Closing, upon reasonable request of Seller or Buyer, the other Party
      shall, at its own expense, do such further acts as may be reasonably necessary
      or appropriate to carry out the transactions contemplated by this Agreement,
      including, without limitation, obtaining consents from any third party.
      Notwithstanding the foregoing, from and after the Closing, upon reasonable
      request of Buyer, Seller shall execute, acknowledge and deliver all such further
      acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney
      and other instruments and papers as may be reasonably required to sell, assign,
      transfer, convey and deliver to and vest in Buyer ownership of all the Shares
      consistent with the terms of this Agreement.

    


    (b) Each
      Party recognizes that the other Party may need financial or other data with
      respect to the Shares or assets of the Acquired Company and the Acquired
      Company’s business covering several fiscal periods prior to or after the Closing
      Date in order to comply with the rules and regulations of Governmental
      Authorities. The Parties shall render reasonable cooperation to each other
      and
      their auditors to provide such information. The Party requesting assistance
      shall bear all reasonable out-of-pocket costs and expenses incurred by such
      assisting Party (excluding salaries and wages and related costs of benefits
      of
      its employees) and such assistance shall be subject to compliance by the
      requesting Party with the assisting Party’s usual requirements regarding
      security and confidential treatment of information. No Party shall be liable
      to
      any other Party for any such information or data given, or for the accuracy
      or
      completeness thereof, except concerning information covered by the
      representations and warranties contained in this Agreement.

    


    Section
      5.8. Accounting and Other Assistance. 

    


    (a) Following
      the Closing, Buyer shall assist Seller and its Subsidiaries and Affiliates,
      where such assistance is reasonably required, in the completion of the
      accounting of the Acquired Company for any period preceding the Closing and,
      in
      connection therewith, shall use its commercially reasonable efforts to assist
      Seller and its Subsidiaries in the completion of the financial statements for
      any such period prior to the Closing and any audits that may be conducted in
      connection therewith or relating thereto.

    


    (b) From
      time
      to time, as may be reasonably required, in connection with claims or actions
      brought by or against third parties based upon events or circumstances of the
      Acquired Company’s business occurring prior to the Powell Non-Radar Business
      Transfer and/or the Closing Date, duly authorized representatives of Seller
      shall, upon reasonable prior notice to Buyer, have access to the Acquired
      Company during normal business hours at mutually agreed upon times, provided
      that the operations and business of such Acquired Company is not materially
      and
      adversely affected thereby. In addition to the rights of access provided in
      this
      Section 5.8, Buyer shall, at the request of Seller, provide reasonable
      information or documents (or reasonable assistance in collecting such
      information or documents) in Buyer’s possession necessary for the prosecution or
      defense of such claims or actions at mutually agreed upon times and will use
      reasonable efforts to make Buyer’s employees available as witnesses in
      connection with such claims or actions when reasonably requested by Seller.
      Seller shall reimburse Buyer for all reasonable out-of pocket costs and expenses
      incurred by Buyer (excluding salaries and wages and related costs of benefits
      of
      its employees) in providing such assistance.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    Section
      5.9. Post-Closing Tax Matters. 

    


    (a) Buyer
      agrees that it will not make any election under section 338 of the Code (whether
      under section 338(g) of the Code or under section 338(h)(10) of the Code),
      or
      any comparable election under state or local law, with respect to the
      acquisition of the Shares of the Acquired Company.

    


    (b) The
      following provisions shall govern the allocation of responsibility as between
      Buyer and Seller for certain tax matters following the Closing
      Date:

    


    (i) Taxable
      Periods Ending on or Before the Closing Date.
      Seller,
      with Buyer’s assistance, where reasonably required, to be provided by Buyer upon
      request, shall timely prepare or cause to be prepared in a manner consistent
      with Past Practice and file or cause to be filed all Tax Returns that are
      required to be filed for the Acquired Company for all Taxable Periods ending
      on
      or prior to the Closing Date that are filed after the Closing Date. Seller
      shall
      provide to Buyer copies (or, in the case where the Acquired Company was part
      of
      a group of companies filing a consolidated, unitary or combined return, pro
      forma copies) of all such Tax Returns and any amendments thereto before such
      Tax
      Returns are required to be filed. Seller shall pay, or cause to be paid, all
      such Taxes due in connection with such Tax Returns, whether shown on such Tax
      Returns or determined subsequently on audit. For
      the
      avoidance of doubt, it is understood that any tax effect resulting from the
      Powell Non-Radar Business Transfer shall be deemed to be incurred by Seller
      as
      part of its consolidated Taxex prior to the Closing Date.

    


    (ii) Taxable
      Periods Beginning Before and Ending After the Closing Date. 

    


    (A)
       Buyer
      shall timely prepare or cause to be prepared and file or cause to be filed
      any
      Tax Returns of the Acquired Company that are required to be filed for Taxable
      Periods which begin before the Closing Date and end after the Closing Date.
      Buyer shall provide to Seller copies of all such Returns and any amendments
      thereto at least thirty (30) calendar days before such Tax Returns are required
      to be filed. Seller shall notify Buyer of any proposed revisions to such Tax
      Returns within fifteen (15) calendar days after receipt of such Tax Returns
      from
      Buyer. Buyer and Seller agree to attempt to resolve in good faith any dispute
      concerning the reporting of any item on such Tax Return. In the event Buyer
      and
      Seller are unable to resolve such dispute, Buyer and Seller shall engage the
      Accounting Firm to resolve such dispute and agree that the decision of such
      firm
      shall be binding and conclusive on both Buyer and Seller. The Accounting Firm
      shall allocate its costs associated with such decision equally between the
      parties. Seller shall pay to Buyer within fifteen (15) calendar days after
      the
      later of (i) the date on which Taxes are paid with respect to such periods,
      or
      (ii) the date on which such Tax Return is filed, an amount equal to the portion
      of such Taxes that relates to the portion of such Taxable Period ending on
      the
      Closing Date to the extent such Taxes are not reflected in any reserve for
      Tax
      liability accrued on the February 29, 2008 Balance Sheet. In the event that
      the
      Taxes reflected in any such reserve for Tax liability shall exceed the portion
      of such Taxes that relates to the portion of such Taxable Period ending on
      the
      Closing Date, Buyer shall pay such excess to Seller within fifteen (15) days
      after the later of (I) the date on which Taxes are paid with respect to such
      period or (II) the date on which such Tax Return is filed. Neither the Buyer
      nor
      any of its Affiliates shall file any amended Tax Returns for any periods (or
      portion thereof) ending on or before the Closing Date for or in respect of
      the
      Acquired Company without the prior written consent of the Seller, which consent
      shall not be unreasonably withheld or unduly delayed.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    (B) For
      purposes of this Section 5.9, in the case of any Taxes for a Taxable Period
      that
      includes (but does not end on) the Closing Date, the portion of such Tax that
      relates to the portion of such Taxable Period ending on the Closing Date shall
      be determined as follows:

    


    (I) In
      the
      case of any Tax based upon or related to income, receipts or payroll, the
      pre-Closing Date portion of such Tax shall be deemed equal to the amount that
      would be payable if the relevant Taxable Period ended on the Closing
      Date.

    


    (II) Real
      and
      personal property Taxes with respect to any assets of the Acquired Company
      shall
      be prorated based on the ratio of the number of days in the pre-Closing Date
      period to the number of days in the actual taxable period with respect to which
      such Tax is due. Sales and use taxes shall be deemed to accrue as property
      is
      purchased, sold, used, or transferred. All other taxes (other than those
      specified in clause (I)) shall accrue in accordance with local generally
      accepted accounting principles.

    


    (C)
       Any
      credits relating to a Taxable Period that begins before and ends after the
      Closing Date shall be taken into account as though the relevant Taxable Period
      ended on the Closing Date. 

    


    (D) All
      determinations necessary to give effect to the foregoing allocations shall
      be
      made in a manner consistent with the Prior Practice of the Acquired
      Company.

    


    (iii) Refunds
      and Tax Benefits.
      Any Tax
      refunds that are received by Buyer or the Acquired Company, and any amounts
      credited against Tax to which Buyer or the Acquired Company becomes entitled,
      that relate to Taxable Periods or portions thereof ending on or before the
      Closing Date shall be for the account of Seller, and Buyer shall pay over to
      Seller any such refund or the amount of any such credit (net of any Taxes
      imposed with respect to the receipt or accrual of such refund and interest
      and
      reasonable expenses incurred in connection with obtaining the refund) within
      fifteen (15) days after receipt or entitlement thereto. In addition, to the
      extent that a claim for refund or a proceeding results in a payment or credit
      against Tax by a taxing authority to the Buyer or the Acquired Company for
      Taxable Periods ending on the Closing Date, the Buyer shall pay such amount
      to
      Seller within fifteen (15) days after receipt or entitlement thereto. Any Tax
      refunds that are received by Seller and any amounts credited against Tax to
      which Seller becomes entitled that relate to the assets, income or activities
      of
      the Acquired Company for Taxable Periods beginning after the Closing Date shall
      be for the account of Buyer, and Seller shall pay over to Buyer any such refund
      or the amount of any such credit (net of any Taxes imposed with respect to
      the
      receipt or accrual of such refund and interest and reasonable expenses incurred
      in connection with obtaining the refund) within fifteen (15) days after receipt
      or entitlement thereto.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    (iv) Audits
      and Adjustments.

    


    (A) Seller
      will conduct and control all Tax audits of Tax Returns relating to the Acquired
      Company for all periods ending on or prior to the Closing Date. Seller shall
      be
      responsible for the payment of any deficiency resulting from such audit insofar
      and to the extent provided in this Section 5.9. Buyer shall reimburse
      Seller for any payments related to such deficiencies to the extent the expected
      liability for such deficiency was reflected in any reserve for Tax liability
      accrued on the February 29, 2008 Balance Sheet.

    


    (B) If
      (I)
      any deduction from income taken by Seller or the Acquired Company for (or
      related to) periods ending on or prior to the Closing Date is ultimately
      disallowed or the income for tax purposes of Seller or the Acquired Company
      is
      otherwise increased on audit by the Internal Revenue Service and (II) Buyer
      or
      the Acquired Company may realize either increased deductions or a reduction
      in
      gross income for or in periods ending subsequent to the Closing Date as a direct
      or indirect result of such action by the Internal Revenue Service, then Buyer
      shall reimburse Seller for the amount of any Tax Benefit. Such sum shall be
      paid
      to Seller within thirty (30) days of the realization by Buyer or its Affiliates
      of any Tax Benefit. Such amount shall be treated as a purchase price adjustment
      for U.S. income tax purposes.

    


    (v) Cooperation
      on Tax Matters.

    


    (A) Buyer,
      the Acquired Company, and Seller shall provide each other with such assistance,
      materials and relevant information, as and to the extent reasonably requested
      by
      the other party, in connection with the filing of Tax Returns pursuant to this
      Section (including the timely filing of Tax Returns prepared by the other Party)
      and any audit, litigation or other proceeding with respect to Taxes imposed
      on
      Buyer, Seller, any Subsidiary or any entity affiliated with any of the
      foregoing. Such cooperation shall include the retention and (upon the other
      Party's request and at the time and place mutually agreed upon by the parties)
      the provision of records and information which are reasonably relevant to any
      such Tax Return audit, litigation or other proceeding and making employees
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder, to the extent such information
      and/or explanation is readily available and within the control of the party
      to
      which such request is made. The responsibility to retain records and information
      shall include the responsibility to (I) retain such records and information
      as
      are required to be retained by any applicable Tax authority and (II) retain
      such
      records and information in machine-readable format where appropriate such that
      the requesting party shall be able to readily access such records and
      information. The Acquired Company, Buyer and Seller agree (A) to retain all
      books and records with respect to Tax matters pertinent to the Acquired Company
      relating to any Taxable Period beginning before the Closing Date until the
      expiration of the statute of limitations (and, to the extent notified by Buyer
      or Seller, any extensions thereof) of the respective Taxable Periods plus 120
      days, and to abide by all record retention arrangements entered into with any
      taxing authority, and (B) to give the other Party reasonable written notice
      prior to transferring, destroying or discarding any such books and records
      and,
      if the other Party so requests, the Acquired Company, or Seller, as the case
      may
      be, shall allow the other Party to take possession of such books and records.
      The requesting Party shall reimburse the other Party for any reasonable
      out-of-pocket expenses, upon receipt of reasonable documentation of such
      expenses or costs. Any information or explanation obtained pursuant to this
      Section 5.9 shall be maintained in confidence, except (i) as may be legally
      required in connection with claims for refund or in conducting or defending
      any
      Tax audit or other proceeding or (ii) to the extent the disclosing Party
      provides written permission for such disclosure.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    (B) Buyer
      and
      Seller further agree, upon request, to use their best efforts to obtain any
      consents, rulings, certificates or other documents from any Governmental
      Authority or any other Person as may be necessary to mitigate, reduce or
      eliminate any Tax that could be imposed (including, but not limited to, the
      transactions contemplated hereby).

    


    (C) Buyer
      and
      Seller further agree, upon request, to provide the other Party with all
      information that either Party may be required to report pursuant to Section
      6043
      of the Code and all Treasury Regulations promulgated thereunder.

    


    (vi) Tax
      Credits. In
      the
      event Seller or the Acquired Company has received the benefit of any Tax credit
      with respect to any taxable period ending before, or including, the Closing
      Date, and such credit is recaptured as a result of any action or inaction by
      Buyer or the Acquired Company that is taken (or not taken) subsequent to the
      Closing Date, such recapture shall be the responsibility of Buyer. Accordingly,
      (I) if Seller had previously received the benefit of such recaptured credit,
      Buyer shall promptly pay to Seller (on a grossed-up basis to reflect any Taxes
      owed by Seller on such payment if appropriate) the amount of the recaptured
      credit and (II) if the Acquired Company had previously received the benefit
      of
      such recaptured credit, Seller shall have no obligation to indemnify Buyer
      or
      the Acquired Company with respect to any Loss related to such recaptured credit.
      Those Tax credits of which the Seller is aware are listed on Schedule
      5.9(b)(vi).

    


    (vii) Tax
      Sharing Agreements. On
      the
      Closing Date, all Tax sharing agreements and arrangements between (a) the
      Acquired Company on one hand, and (b) the Seller and any of its Affiliates
      (other than the Acquired Company), on the other hand, shall be terminated
      effective as of the Closing and have no further effect for any taxable year
      or
      period (whether past, present, or future year or period), and no additional
      payments shall be made thereunder after the Closing Date with respect to any
      period in respect of the redetermination of Tax liabilities or
      otherwise.

    


    (viii) Buyer
      and Seller Covenants and Indemnity. Except
      as
      otherwise provided herein, Buyer agrees that it will pay when due, or shall
      cause the Acquired Company to pay when due, all Taxes that become due and
      payable after the Closing Date and to indemnify and hold Seller and its
      Affiliates harmless from and against any liability for any such Taxes, including
      any Losses associated therewith. In addition, Buyer agrees that neither Buyer
      nor the Acquired Company or any of Buyer’s Affiliates shall take any action, nor
      refrain from taking any action, to the extent that such action (or inaction)
      shall have the effect of causing Seller (or any entity that is controlled
      directly or indirectly by Seller) to become liable for the payment of any Taxes
      that it would not have been liable for in the absence of any such action or
      inaction. Except as otherwise provided herein, Seller agrees that it will pay
      when due all Taxes that become due and payable with respect to Taxable Periods
      ending on or prior to the Closing Date and to indemnify and hold Buyer and
      its
      Affiliates harmless from and against any liability for any such Taxes. Seller
      agrees that neither Seller nor any of Seller’s Affiliates (other than the
      Acquired Company) shall after the Closing Date take any action, nor refrain
      from
      taking any action (other than exercising any of Seller’s rights under this
      Agreement including, but not limited to, preparing any Tax Returns), to the
      extent that such action (or inaction) shall have the effect of causing Buyer
      (or
      any entity that is controlled directly or indirectly by Buyer) to become liable
      for the payment of any Taxes that it would not have been liable for in the
      absence of any such action or inaction.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    (c) Except
      to
      the extent such treatment is inconsistent with other provisions of this
      Agreement, any payments made pursuant to the provisions of this Agreement shall
      be treated by both Buyer and Seller for income tax purposes as an adjustment
      to
      the Purchase Price.

    


    Section
      5.10. Seller
      Guarantees and Existing Letters of Credit. 

    


    (a) Buyer
      shall make all
      necessary arrangements to replace
      as of the Closing Date all of the letters of credit provided by, or issued
      on
      the basis of the credit or under the existing credit agreement of, Seller,
      that
      relate to the Radar Business and are (i) outstanding on the Closing Date and
      (ii) listed on Schedule 5.10(a) (the “Existing Letters of Credit”).
      Buyer
      also shall make all necessary arrangements to replace as of the Closing Date
      with its own guarantee (“Buyer Guarantee”) any outstanding guarantees (the
“Seller Guarantees”) of the obligations of the Acquired Company relating to the
      Radar Business that were issued or made by Seller or any of its Affiliates
      (other than the Acquired Company) as listed on Schedule 5.10(a).

     

    (b) In
      the
      event that after the Closing, Seller or any of its Affiliates is required to
      make any payment under any of the Existing Letters of Credit or the Seller
      Guarantees, then Buyer shall reimburse Seller within twenty (20) days after
      receipt of written demand by Seller for such amount.

    


    (c)
      Buyer
      is aware that because of the change of ownership of the Acquired Company which
      will occur upon the consummation of this Transaction, a condition to obtaining
      the consent of the Landlord as required under the terms of the lease for the
      premises located at 383 Liberty Road, Powell, Ohio (the “Powell Lease”), is the
      Seller’s unconditional guarantee of the Acquired Company’s performance under the
      Powell Lease for the balance of the current lease term (the “Seller’s Powell
      Lease Guarantee”). As security for the fulfillment of its and the Buyer’s
      indemnification obligations pursuant to Section 8.4 (d) (iii) in the event
      that
      the Seller is required to make any payments under or in connection with the
      Seller’s Powell Lease Guarantee, the Buyer shall cause the Acquired Company, at
      the Closing, to execute in favor of the Seller, a first mortgage and security
      instrument (the “Powell Mortgage”) on that certain land owned by the Acquired
      Company and described more fully in Schedule 2.11(d). 

    


    Section
      5.11. Contracts of the Non-Radar Businesses.

    


    If,
      as of
      the Closing Date, any contract (each, a “Non-Radar Business Agreement”) that is
      intended to be transferred in connection with the Powell Non-Radar Business
      Transfer (i) is not capable of transfer and/or assignment, or (ii) requires
      the
      consent of a third party in order to effect such assignment, and such consent
      has not been obtained, then, to the extent that there are obligations on the
      part of the Non-Radar Businesses to perform obligations under such Non-Radar
      Business Agreements, Seller and Buyer shall cooperate in an arrangement
      reasonably satisfactory to Buyer and Seller under which the Non-Radar Businesses
      would obtain, to the extent practicable, the claims, rights and benefits and
      assume the corresponding obligations under such Non-Radar Business Agreements
      including subcontracting, sub-licensing or sub-leasing to the Non-Radar
      Businesses, or under which the Acquired Company would enforce for the benefit
      of
      the Non-Radar Businesses, with the Non-Radar Businesses assuming the Acquired
      Company’s obligations, any and all claims, rights and benefits of the Non-Radar
      Businesses against a third party thereto and the Non-Radar Businesses would
      timely perform all obligations required to be performed by the Acquired Company
      thereunder, in each case until the transfer thereof to the Non-Radar Businesses
      (or a novation) occurs. The Acquired Company will promptly pay to the Non-Radar
      Businesses all monies received by the Acquired Company under any such Non-Radar
      Business Agreement or any claim, right or benefit arising thereunder until
      the
      transfer of such Non-Radar Business Agreement to the Non-Radar Businesses is
      actually consummated. In this regard, 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    (i) the
      Buyer
      shall cause the Acquired Company to provide all reasonable facilities and
      assistance to enable the Non-Radar Businesses to discharge all of their
      obligations under the Non-Radar Business Agreements on terms set out in the
      Transitional Services Agreement, or, if not included therein, on comparable
      terms to other services provided by the Acquired Company to the Non-Radar
      Businesses thereunder; and 

     

    (ii)
       the
      Non-Radar Businesses and the Seller agree to provide services to the Acquired
      Company in relation to such Non-Radar Business Agreements on terms comparable
      to
      the terms on which other services, if any, are provided by the Non-Radar
      Businesses and Seller to the Acquired Company under the Transitional Services
      Agreement.

    


    Section
      5.12. License of Licensed Technology

    


    At
      the
      Closing, the Seller and the Acquired Company shall enter into the License
      Agreement pursuant to which, on the terms set forth therein, the Acquired
      Company shall pay Royalties (as defined therein) to the Seller in consideration
      of the license of the Licensed Technology (as defined therein) to the Acquired
      Company by Seller.

    


    Section
      5.13. Powell Guarantees; Liens 

    


    Seller
      shall make all necessary arrangements to have terminated or removed as of the
      Closing Date, those Liens on the assets of the Radar Business, including the
      mortgage on the Owned Property, listed on Schedule 5.13. Seller also shall
      arrange to have all those Guarantees of the Acquired Company (the “Powell
      Guarantees”) not given in connection with the obligations of the Radar Business,
      released as of the Closing Date.

    


    Section
      5.14. Transition Services.

    


    At
      the
      Closing, the Parties shall enter into a Transition Services Agreement pursuant
      to which the Parties shall provide or make available to each other for the
      periods therein provided, the services described at the rates or prices and
      on
      the terms and conditions set forth. 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      5.15. Expenses.

    


    Unless
      otherwise expressly provided herein, and subject to Section 5.4, each of the
      Parties hereto shall bear its own expenses incurred in connection with this
      Agreement and the transactions contemplated hereby and in connection with all
      obligations required to be performed by such Party under this
      Agreement.

    


    Section
      5.16. Good Faith Performance 

    


    Buyer
      covenants that it will use its commercially reasonable best efforts to cause
      and
      enable the Acquired Company to perform all of its material and financial
      obligations under the Material Contracts, including the Powell
      Lease.

     

    ARTICLE
      VI

    Non-Competition;
      Non-Solicitation

    


    Section
      6.1. (a)
      Commencing on the Closing Date and continuing until the termination of the
      License Agreement (as the same may be extended), the Seller shall not, and
      shall
      cause each of its Affiliates not to, directly or indirectly, manufacture, sell,
      provide or offer to sell any products or services which the Radar Business
      currently manufactures, sells or provides or is in the process of developing
      or
      has manufactured, sold or provided during the three (3) year period immediately
      preceding the Closing (any such activity, a “Competitive Business”);
provided,
      however,
      that
      Seller or any of its Affiliates (including the Non-Radar Businesses) may
      continue to manufacture, sell, provide or offer to sell any products or services
      which the Seller or any of its Affiliates (other than the Acquired Company)
      currently manufactures, sells or provides or is in the process of developing
      or
      has manufactured, sold or provided at any time during the twelve month period
      immediately preceding the Closing, notwithstanding the fact that any such
      activity is included in the Competitive Business. Additionally, notwithstanding
      anything herein to the contrary, any of Seller and its Affiliates may acquire
      a
      business that is engaged in one or more Competitive Businesses (a “Seller
      Acquired Business”), provided that (i) the sales revenues of the Competitive
      Business portion of the Seller Acquired Business constitutes less than 25%
      of
      the aggregate sales revenues of the entire Seller Acquired Business for the
      twelve-month period immediately preceding such acquisition and (ii) Seller
      offers to Buyer a one-time option to purchase the Competitive Business portion
      of the Seller Acquired Business in connection with its acquisition of such
      Seller Acquired Business at the fair market value of such Competitive Business
      portion at the time of such acquisition, such option to expire thirty
      (30) days after the date of such offer. Such Seller Acquired Business shall
      be treated as an Affiliate of Seller for purposes of the provisions of this
      Subsection 6.1.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    (b)
      Commencing on the Closing Date and continuing until the fifth anniversary of
      the
      Closing Date, the Buyer and the Acquired Company shall not, and shall cause
      each
      of their respective Affiliates not to, directly or indirectly, manufacture,
      sell, provide or offer to sell any products or services of the Non-Radar
      Businesses which the Non-Radar Businesses currently manufacture, sell or provide
      or are in the process of developing or have manufactured, sold or provided
      during the three (3) year period immediately preceding the Closing (any such
      activity, a “Competitive Business”), provided,
      however,
      that
      Acquired Company and the Buyer and any of their Affiliates may continue to
      manufacture, sell, provide or offer to sell any products or services which
      they
      currently manufacture, sell, or provide, or are in the process of developing
      or
      have manufactured, sold or provided at any time in the past notwithstanding
      the
      fact that any such activity is included in the Competitive Business.
      Additionally, notwithstanding anything herein to the contrary, Buyer or the
      Acquired Company may acquire a business that is engaged in one or more
      Competitive Businesses (a “Buyer Acquired Business”), provided that the Buyer
      and the Acquired Company do not use or make available, directly or indirectly,
      to such Buyer Acquired Business any of the Confidential Information of the
      Seller and/or the Non-Radar Businesses in derogation of the proscriptions in
      Section 5.1 (a) (ii). Such Buyer Acquired Business shall be treated as an
      Affiliate of Buyer for purposes of the provisions of this Subsection 6.1
      (b).

    


    Section
      6.2. (a)
      During the period commencing on the Closing Date and ending on the second
      anniversary of the Closing Date, the Seller shall not, and shall cause each
      of
      its Affiliates not to, directly or indirectly, on its account or for any other
      Person, solicit for hire or interfere with the employment of any Person who
      is
      an employee of the Acquired Company on the Closing Date without the written
      consent of the then President of the Buyer; provided, however,
      nothing
      herein shall prohibit the Seller and its Affiliates from soliciting for hire
      any
      such employee who has not been employed by the Acquired Company for a period
      of
      at least one month or hiring any employee of the Acquired Company at anytime
      in
      response to an unsolicited inquiry or approach by such employee. The use of
      general employment advertisements or employment agencies or search firms that
      are not specifically directed to recruit employees of the Acquired Company
      shall
      not be deemed to be a solicitation by Seller and its Affiliates
      hereunder.

    


    (b)
      During the period commencing on the Closing Date and ending on the second
      anniversary of the Closing Date, the Buyer and the Acquired Company shall not,
      and shall cause each of its Affiliates not to, directly or indirectly, on its
      account or for any other Person, solicit for hire or interfere with the
      employment of any Retained Employee without the written consent of the then
      President of the Seller; provided, however,
      nothing
      herein shall prohibit the Buyer or the Acquired Company and their respective
      Affiliates from soliciting for hire any Retained Employee who has not been
      employed by the Seller or a Non-Radar Business for a period of at least one
      month or hiring any Retained Employee at any time in response to an unsolicited
      inquiry or approach by such employee. The use of general employment
      advertisements or employment agencies or search firms that are not specifically
      directed to recruit Retained Employees shall not be deemed to be a solicitation
      by Buyer or the Acquired Company hereunder.

    


    Section
      6.3. Seller
      and Buyer each acknowledge that the violation of any of the covenants contained
      in Sections 6.1 and 6.2 could cause irreparable and continuing harm for which
      the aggrieved Party has no adequate remedy at law. Accordingly, as and to the
      extent the same may be appropriate, the Buyer or the Acquired Company, on the
      one hand, and the Seller or either of the Non-Radar Businesses on the other,
      as
      the case may be, shall be entitled to seek injunctive or other equitable relief
      from any court of competent jurisdiction restraining any threatened or further
      violation of such covenants, such injunctive relief to be cumulative and in
      addition to any other rights or remedies to which the aggrieved party may be
      entitled. To the extent permitted by Applicable Law, each of the Parties waives
      posting by the aggrieved Party of any bond necessary to secure such injunction
      or other equitable relief.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    Section
      6.4. If
      any
      provision contained in this Article VI is for any reason held invalid, illegal
      or unenforceable in any respect, such invalidity, illegality or unenforceability
      will not affect any other provisions of such section or article, but such
      section and article each will be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein. It is the intention of
      the parties that if any of the restrictions or covenants contained herein is
      held to cover a geographic area or to be for a length of time which is not
      permitted by Applicable Law, or in any way construed to be too broad or to
      any
      extent invalid, such provision will not be construed to be null, void and of
      no
      effect, but to the extent such provision would be valid or enforceable under
      Applicable Law, a court of competent jurisdiction will construe and interpret
      or
      reform this Article VI to provide for a covenant having the maximum enforceable
      geographic area, time period and other provisions (not greater than those
      contained herein) as will be valid and enforceable under such Applicable
      Law.

     

    ARTICLE
      VII

    Closing
      Deliveries

     

    Section
      7.1. Deliveries
      to Buyer at the Closing. 

    


    At
      the
      Closing and simultaneously with the deliveries to Seller specified in Section
      7.2, in addition to a fully executed counterpart of this Agreement, Seller
      shall
      execute and/or deliver, or cause to be executed and/or delivered, to Buyer
      or to
      such persons or entities as Buyer shall identify in writing, the following
      items:

    


    (a) The
      Transition Services Agreement and the License Agreement executed by
      Seller.

    


    (b) A
      certificate of valid existence and good standing of Seller and of the Acquired
      Company issued not earlier than twenty (20) days prior to the Closing
      Date.

    


    (c) The
      resignation of all of the directors and officers of the Acquired Company in
      each
      such person’s capacity as such, but not as an employee of the Acquired
      Company.

    


    (d) Delivery
      of the bylaws, minute books, stock record books, and all similar corporate
      or
      organizational records of the Acquired Company to the extent not relating to
      the
      Non-Radar Businesses.

     

    (e) Certificates
      evidencing all of the Shares duly endorsed by and in proper form for transfer
      to
      Buyer or accompanied by duly executed stock powers, evidencing all of the
      Shares.

    


    (f) Such
      approvals by Governmental Authorities or other consents as may be required
      hereunder.

    


    (g) Such
      other and further instruments, documents and other considerations as Buyer
      may
      reasonably deem necessary or desirable, or as may be required, to consummate
      the
      Transaction.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    Section
      7.2. Deliveries
      to Seller at the Closing. 

    


    At
      the
      Closing, and simultaneously with the deliveries to Buyer specified in Section
      7.1, in addition to a fully executed counterpart of this Agreement, Buyer shall
      execute and/or deliver, or cause to be executed and/or delivered, to Seller
      or
      to such persons or entities as Seller shall identify in writing, the following
      items:

    


    (a) The
      Purchase Price.

    


    (b) The
      Transition Services Agreement and the License Agreement executed by
      Buyer.

    


    (c) A
      certificate of valid existence and good standing of Buyer issued not earlier
      than twenty (20) days prior to the Closing Date.

    


    (d) A
      receipt, executed by Buyer, acknowledging that it received the certificates
      evidencing all of the Shares.

     

    (e) true
      copies of any Buyer Guarantees and the irrevocable Letters of Credit (effective
      as the date and upon the condition of Closing), that Buyer has obtained and
      delivered to the customers or their respective designees, under, and as required
      by, the Material Contracts, to substitute, wherever necessary, for the Existing
      Letters of Credit and the Seller Guarantees, respectively; 

    


    (f)
       the
      Powell Mortgage executed by the Acquired Company;

    


    (g) Such
      other and further instruments, documents and other considerations as Seller
      may
      reasonably deem necessary or desirable, or as may be required, to consummate
      the
      Transaction. 

     

    ARTICLE
      VIII

    Indemnification

    


    Section 8.1.
      Survival of Representations and Warranties.

    


    Except
      as
      expressly provided in this Agreement, all representations and warranties made
      hereunder or pursuant hereto or in connection with the transactions contemplated
      hereby shall not terminate, but shall survive the Closing and continue in effect
      until twenty four (24) months following the Closing Date; provided,
      however,
      that
      representations and warranties under Section 2.18 (Tax Matters), and 2.15
      (Environmental Compliance) shall remain in effect until three (3) years
      following the Closing Date and Section 2.4 (Ownership of Shares) shall survive
      for so long as permitted by Applicable Law, and further provided, that any
      such
      representation or warranty as to which a claim shall have been asserted during
      such survival period shall continue in effect until such time as such claim
      shall have been resolved or settled.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    Section
      8.2. Survival of Covenants and Agreements.

    


    Except
      as
      expressly provided in this Agreement, all covenants and agreements made
      hereunder or pursuant hereto or in connection with the transactions contemplated
      hereby shall not terminate but shall survive the Closing. 

    


    Section
      8.3. Indemnification by Seller. 

    


    Seller
      shall indemnify and hold harmless Buyer and its Affiliates and their respective
      officers, directors, successors and assigns (the “Buyer Indemnified Parties”)
      from and against any claims, Liabilities, losses, damages, actions, suits,
      proceedings, claims, demands, judgments, costs and expenses, including
      reasonable attorney’s fees (any one such item being herein called a “Loss”) and
      all such items being herein collectively called “Losses”) which are caused by or
      arise out of:

    


    (a) any
      breach or default in the performance by Seller of any covenant or agreement
      of
      Seller contained herein or in any certificate delivered pursuant hereto at
      the
      Closing; 

    


    (b) any
      breach of any warranty or representation made by Seller contained in Article
      II
      of this Agreement or in any certificate delivered pursuant hereto at the
      Closing; 

    


    (c) any
      severance or other claims made against the Acquired Company by the Retained
      Employees after or as a result of the Powell Non-Radar Business Transfers;
      

    


    (d) any
      claims made against the Acquired Company which exclusively arise from, or relate
      to, the pre closing or post closing operation of the Non-Radar Businesses;
      

    


    (e)
       any
      Tax
      liabilities that are the responsibility of Seller as contemplated by Section
      5.9(b)(viii); 

    


    (f)
       any
      breach of any representation or warranty made by Seller, as Licensor, in Article
      6 of the License Agreement; 

    


    (g)
       
      the
      Powell Guarantees or any of the Liens listed on Schedule 5.13; and 

    


    (h)
       
      the
      enforcement of this Section 8.3.

    


    Section
      8.4. Indemnification by Buyer and the Acquired Company.

    


    Buyer
      and
      the Acquired Company (after the consummation of the Transaction), jointly and
      severally, agree to indemnify and hold harmless Seller and its Affiliates and
      their respective officers, directors, successors and assigns (“Seller
      Indemnified Parties”) from and against any Losses which are caused by or arise
      out of:

    


    (a) any
      breach or default in the performance by Buyer of any covenant or agreement
      contained herein or in any certificate delivered pursuant hereto or thereto
      or
      at the Closing; 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    (b) any
      breach of warranty or representation made by Buyer contained in Article III
      or
      in any certificate delivered pursuant hereto at the Closing; 

    


    (c) the
      conduct of business of the Acquired Company from and after the Closing Date;
      

    


    (d) (i)
      the
      Existing Letters of Credit; (ii) the Seller’s Guarantees; and/or (iii) the
      Seller’s Powell Lease Guaranty;

    


    (e)
       any
      Tax
      Liabilities that are the responsibility of the Buyer as contemplated by Section
      5.9(b)(viii); 

    


    (f) any
      severance or other claims against the Seller or any of the Non-Radar Businesses
      by any employee of the Acquired Company other than the Retained Employees after
      or as a result of the Powell Non-Radar Business Transfers or the consummation
      of
      this Transaction, including, but not limited to, all Liabilities assumed
      specifically by the Buyer and the Acquired Company pursuant to Sections 5.3(c)
      and 5.3(d).

    


     

    (g)
      the
      Practice (as defined in the License Agreement) by Licensee or its sublicensees
      of any Licensed Technology, including, without limitation, advertising injury,
      personal injury, and product liability, except to the extent such Losses result
      from any acts of Seller, as Licensor, for which Buyer, as Licensee, is entitled
      to indemnification under Section 8.3(f); 

     

    (h) the
      failure of the Licensee to pay to Seller (as Licensor), when due, Royalties
      under the License Agreement; and 

    


    (i) 
      the
      enforcement of this Section 8.4.

    


    Section
      8.5. Procedure; Notice of Claims.

    


    (a) Any
      indemnified party (the “Indemnified Party”) seeking indemnification hereunder
      shall, within the relevant limitation period provided for in Section 8.1 above,
      give to the party obligated to provide indemnification to such Indemnified
      Party
      (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable
      detail the facts giving rise to any claims for indemnification hereunder and
      shall include in such Claim Notice (if then known) the amount or the method
      of
      computation of the amount of such claim, and a reference to the provision of
      this Agreement or any agreement, certificate or instrument executed pursuant
      hereto or in connection herewith upon which such claim is based; provided,
      that
      a
      Claim Notice in respect of any action at law or suit in equity by or against
      a
      third Person as to which indemnification will be sought shall be given promptly
      after the action or suit is commenced; and provided
      further, that
      failure to give such notice promptly shall not relieve the Indemnifying Party
      of
      its obligations hereunder except to the extent it shall have been prejudiced
      by
      such failure. 

     

    (b) The
      Indemnifying Party shall have twenty (20) days after the giving of any Claim
      Notice pursuant hereto to (i) agree to the amount or method of determination
      set
      forth in the Claim Notice and to pay such amount to such Indemnified Party
      in
      immediately available funds (the “Dispute Settlement”) or (ii) to provide such
      Indemnified Party with written notice that it disagrees (and the reasons
      therefor) with the amount or method of determination set forth in the Claim
      Notice (the “Dispute Notice”). Within a thirty (30) day period after the giving
      of the Dispute Notice or if no such notice is given, the expiration of the
      twenty (20) day period set forth above without a Dispute Settlement, a
      representative of each Indemnifying Party and such Indemnified Party shall
      negotiate in a bona
      fide attempt
      to resolve the matter without judicial intervention (the “Negotiation Period”).
      If, upon the expiration of the Negotiation Period, all of the Indemnified
      Party’s claims in the Claim Notice are not resolved, the Indemnified Party may
      commence at any time thereafter such legal action or proceedings as it deems
      appropriate to enforce the indemnification obligation of the Indemnifying Party
      pursuant to this Article VIII. 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    Section
      8.6. Procedure - Third Party Claims.

    


    (a) Promptly
      after receipt by an Indemnified Party of notice of the commencement of any
      proceeding against it by a third Person (“Third Party Claim”), such Indemnified
      Party will, if a claim for indemnification is to be made against an Indemnifying
      Party, provide to the Indemnifying Party written notice of the commencement
      of
      such claim (together with copies of any legal papers served) but the failure
      to
      promptly notify the Indemnifying Party will not relieve the Indemnifying Party
      of any liability that it may have to any Indemnified Party, except to the extent
      that the Indemnifying Party demonstrates that the defense of such action is
      prejudiced by the Indemnified Party’s failure to give such notice. 

    


    (b) If
      any
      proceeding referred to in Section 8.6(a) is brought against an Indemnified
      Party
      and it gives notice to the Indemnifying Party of the commencement of such
      proceeding, the Indemnifying Party will be entitled to participate in such
      proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party
      is also a party to such proceeding and the Indemnified Party upon the advice
      of
      counsel reasonably determines in good faith that a conflict or potential
      conflict exists such that joint representation would be inappropriate under
      applicable standards of professional conduct, or (ii) the Indemnifying Party
      fails to provide reasonable assurance to the Indemnified Party of its financial
      capacity to defend such proceeding and provide indemnification with respect
      to
      such proceeding), to assume the defense of such proceeding with counsel
      reasonably satisfactory to the Indemnified Party and, after notice from the
      Indemnifying Party to the Indemnified Party of its election to assume the
      defense of such proceeding, the Indemnifying Party will not, so long as it
      diligently conducts such defense, be liable to the Indemnified Party under
      this
      Article VIII for any fees of other counsel or any other expenses with respect
      to
      the defense of such proceeding, in each case subsequently incurred by the
      Indemnified Party in connection with the defense of such proceeding. If the
      Indemnifying Party assumes the defense of a Third Party Claim and subsequently
      determines that the Third Party Claim is not subject to indemnification by
      the
      Indemnifying Party hereunder, the Indemnifying Party shall give prompt notice
      of
      such fact to the Indemnified Party, after which the Indemnified Party shall
      have
      the right to reassume control of the defense of such claim; provided,
      that
      the failure by the Indemnifying Party to promptly notify the Indemnified Party
      of any such determination shall not result in any liability to the Indemnifying
      Party except to the extent that the Indemnified Party demonstrates that the
      defense of such action has been prejudiced by the Indemnifying Party’s failure
      to give such notice. If the Indemnifying Party assumes the defense of a Third
      Party Claim and subsequently determines that such claim is not subject to
      indemnification by the Indemnifying Party hereunder, the Indemnifying Party
      shall have the right, following its delivery of the notice contemplated by
      the
      immediately preceding sentence, to withdraw from such defense, and such
      withdrawal shall not result in any liability to the Indemnifying Party except
      to
      the extent that the Indemnified Party demonstrates that the defense of such
      action has been prejudiced by the timing of the Indemnifying Party’s withdrawal.
      If the Indemnifying Party assumes the defense of a proceeding, (x) no compromise
      or settlement of such claims may be effected by the Indemnifying Party without
      the Indemnified Party’s consent (which consent will not be unreasonably
      withheld, delayed or conditioned) unless (A) there is no finding or admission
      of
      any violation of law or any violation of the rights of any Person and no effect
      on any other claims that may be made against the Indemnified Party, and (B)
      the
      sole relief provided is monetary damages that are paid in full by the
      Indemnifying Party; and (y) the Indemnified Party will have no liability with
      respect to any compromise or settlement of such claims effected without its
      consent as may be required pursuant to clause (x) above. If notice is given
      to
      an Indemnifying Party of the commencement of any proceeding and the Indemnifying
      Party does not, within twenty (20) days after the Indemnified Party’s notice is
      given, give notice to the Indemnified Party of its election to assume the
      defense of such proceeding, the Indemnifying Party will be bound by any
      determination made in such proceeding or any compromise or settlement effected
      by the Indemnified Party to which the Indemnifying Party consents, which consent
      may not be unreasonably withheld, delayed or conditioned.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    (c)
       Notwithstanding
      the foregoing, if the exclusive remedy sought under a Third Party Claim is
      for
      injunctive relief for which an Indemnified Party may be liable, the Indemnified
      Party may, by notice to the Indemnifying Party, assume the exclusive right
      to
      defend, compromise, or settle such proceeding, but the Indemnifying Party,
      although still liable for the payment of all reasonable legal fees, costs and
      expenses incurred in connection therewith, will not be bound by any
      determination of a proceeding so defended or any compromise or settlement
      effected without its consent which may not be unreasonably withheld, delayed
      or
      conditioned. In addition, if a Third Party Claim seeks both injunctive or other
      non-monetary relief and monetary damages, the Indemnified Party may, by notice
      to the Indemnifying Party, participate in the defense of such proceeding at
      its
      own cost. 

     

    (d) Notwithstanding
      anything to the contrary contained herein, the Indemnifying Party shall not
      be
      obligated to pay the fees and expenses of more than one counsel for the
      Indemnified Parties whenever the Indemnifying Party is required hereunder to
      pay
      the fees and expenses of counsel for the Indemnified Parties.

    


    Section
      8.7. Remedies.

    


    Except
      as
      otherwise specifically provided in this Agreement, the sole and exclusive remedy
      of the Parties hereunder shall be restricted to the indemnification rights
      set
      forth in this Article VIII; provided,
      however,
      that no
      Party hereto shall be deemed to have waived any rights, claims, causes of action
      or remedies if and to the extent such rights, claims, causes of action or
      remedies may not be waived under Applicable Law or actual fraud is proven on
      the
      part of a party by another party hereto.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


    Section
      8.8. Certain Limitations.

    


    (a) Notwithstanding
      any other provision in this Agreement to the contrary, the Parties to this
      Agreement shall only be liable to indemnify each other for compensatory damages,
      and, accordingly, in the absence of actual fraud, neither party shall be
      entitled to recover from the other special, indirect, punitive or consequential
      damages pursuant to this Article VIII unless and then only to the extent that
      the same are components of a Third Party Claim for which an Indemnified Party
      is
      seeking indemnification hereunder. 

    


    (b) the
      aggregate liability for indemnification under Sections 8.3(b) and 8.3(f) on
      the
      part of the Seller and Section 8.4(b) on the part of the Buyer shall not exceed
      an amount equal to $2,500,000 (“Liability Cap”); provided,
      however,
      the
      Liability Cap shall not apply to the following: (i) any Losses of any
      Indemnified Party resulting from actual fraud; and (ii) any claim by the Buyer
      pursuant to Section 8.3(f), but only by way of offset against Royalties that
      are
      due and owing to the Seller in excess of the Liability Cap.

    


    (c) no
      individual claim for indemnification under Sections 8.3(b) and 8.3(f) or Section
      8.4(b) shall be valid and assertable unless it is for an amount in excess of
      $10,000; provided that to the extent that individual claims are related to
      one
      another they may be aggregated for the purposes of meeting such $10,000
      threshold;

    


    (d) no
      claim
      for indemnification under Sections 8.3(b) and 8.3(f) or Section 8.4(b)
      shall be valid and assertable unless such claim, when aggregated with all other
      claims asserted against the Indemnifying Party on the same date, is for an
      amount in excess of $100,000 in the aggregate (the “Threshold”), it being
      understood, that once the Threshold is exceeded and subject to
      Section 8.8(e) or 8.8(f) as the case may be, the Indemnifying Party shall
      be liable to indemnify the Indemnified Party for the full amount of such Losses
      including the Threshold;

    


    (e) Seller
      shall be liable under Sections 8.3(b) and 8.3(f) for only that portion of the
      Losses under such sections which, in the aggregate, exceed $125,000 (the “Seller
      Basket Amount”) (it being understood that Seller shall not be liable, in any
      event, for that portion of the aggregate Losses which is equal to the Seller
      Basket Amount under such sections considered together);

    


    (f) Buyer
      and
      the Acquired Company shall be liable under Section 8.4(b) for only that portion
      of the Losses under such section which, in the aggregate, exceed $125,000 (the
      “Buyer Basket Amount”) (it being understood that Buyer and the Acquired Company
      shall not be liable, in any event, for that portion of the aggregate Losses
      which is equal to the Buyer Basket Amount under such section);

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    (g) The
      amount of any Losses recoverable by way of indemnification pursuant to Article
      VIII shall be calculated (a) net of any reserves or accruals for such Losses
      and
      (b) net of any insurance proceeds actually received by the Indemnified Party
      from a third party insurer with respect thereto or any indemnification or
      contribution from any third Person. To the extent of any indemnification payment
      made by an Indemnifying Party hereunder, the Indemnifying Party shall succeed
      to
      all corresponding claims that the Indemnified Party may have and otherwise
      shall
      be subrogated to the rights of the Indemnified Party against its insurers and
      any other person or security in respect of such claims, and the Indemnified
      Party shall reasonably cooperate with the Indemnifying Party in seeking recovery
      under such claims. The Indemnifying Party shall be entitled to receive (or
      retain) any and all recoveries resulting from the exercise of any rights to
      which it has been subrogated (the “Subrogated Rights”), other than any amounts
      in excess of the sum of the following: (i) the corresponding Losses actually
      paid by the Indemnifying Party to the Indemnified Party, (ii) the fees and
      expenses actually paid by the Indemnifying Party to any third parties in
      connection with the investigation or defense of the matters giving rise to
      such
      corresponding Losses and (iii) the fees and expenses actually paid by the
      Indemnifying Party to any third parties in connection with the investigation
      or
      prosecution of the Subrogated Rights. 

    


    (h) It
      is
      agreed that regardless of whether more than one representation is breached
      no
      party shall be entitled to make a claim for indemnification more than once
      on
      account of the same facts and circumstances.

    


    Section
      8.9. Knowledge. 

    


    It
      shall
      constitute a defense, and any Indemnified Party hereto shall be deemed to have
      waived or released, and otherwise shall be estopped from asserting, any claim
      for indemnification based upon an alleged breach of a representation, warranty,
      covenant, agreement or condition, if it can be shown that prior to Closing
      the
      Indemnified Party had Knowledge of such breach, default or condition or the
      facts on which such breach or default is predicated.

     

    ARTICLE
      IX

    Miscellaneous
      Provisions

    


    Section
       9.1. Entire Agreement; Assignment; Amendments and
      Waivers.

    


    (a) This
      Agreement (including the Schedules hereto) and the Related Agreements constitute
      the entire agreement between the Parties hereto with respect to the subject
      matter hereof and thereof and supersede all other prior agreements and
      understandings both written and oral between the Parties with respect to the
      subject matter hereof and thereof. No representation, warranty, promise,
      inducement or statement of intention has been made by any party that is not
      embodied in this Agreement or such other documents, and none of the Parties
      shall be bound by, or be liable for, any alleged representation, warranty,
      promise, inducement or statement of intention not embodied herein or
      therein.

    


    (b)
      This
      Agreement may not be assigned by operation of law or otherwise without the
      written consent of the other Parties hereto; provided,
      however,
      Seller
      may assign its rights to receive Royalties hereunder to any of its Affiliates
      without the consent of the Buyer.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    (c) This
      Agreement may not be amended or modified, and any of the terms, covenants,
      representations, warranties, or conditions hereof may not be waived, except
      by a
      written instrument executed by all of the Parties hereto, or in the case of
      a
      waiver, by the party waiving compliance. Any waiver by any Party of any
      condition, or of the breach of any provision, term, covenant, representation,
      or
      warranty contained in this Agreement, in any one or more instances, shall not
      be
      deemed to be nor construed as further or continuing waiver of any such
      condition, or of the breach of any other provision, term, covenant,
      representation, or warranty of this Agreement.

     

    Section
      9.2. Validity.

     

    If
      any
      provision of this Agreement or the application thereof to any person or
      circumstance is held invalid or unenforceable, then the remainder of this
      Agreement and the application of such provision to other persons or
      circumstances shall not be affected thereby and to such end the provisions
      of
      this Agreement are agreed to be severable.

     

    Section
      9.3. Notices. 

    


    All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and shall be given (and shall be deemed to have been duly given
      upon
      receipt) by delivery in person, by national overnight courier, by facsimile
      or
      by registered or certified mail (postage prepaid, return receipt requested)
      to
      each other party as follows:

    


    
      	 	
              If
                to Seller:

            	 	
              Aeroflex
                Incorporated

            


    

    35
      South
      Service Road

    Plainview,
      New York 11803

    Telecopier:
      (516) 694-4823

    Attention:
      Leonard Borow, President and

    Chief
      Executive Officer

    


    
      	
            	with
              a copy to:	
              Moomjian,
                Waite, Wactlar & Coleman, LLP

            


    

    100
      Jericho Quadrangle, Suite 225

    Jericho,
      York, NY 11753

    Telecopier:
      (516) 937-5050

    Attention:
      Edward S. Wactlar, Esq.

     

    
      	
            	If
              to Buyer to:	
              Star
                Dynamics Holdings, LLC and 

            


    

    TAZ
      Ventures, LLC 

    c/o
      Steve Gorlin

    1234
      Airport Road

    Suite
      105

    Destin,
      Florida 32541

    Telecopier:

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	
            	with
              a copy to:	
              Womble,
                Carlyle, Sandridge & Ross 

              One
                Atlantic Center 

              1201
                Peachtree Street 

              Atlanta,
                Georgia 30309

            


    

    Telecopier:
      (404) 870-8478

    Attention:
      G. Donald Johnson, Esq.

    


    
      	
            	If
              to the Acquired Company	
              Star
                Dynamics Corporation

            


    

    383
      Liberty Road

    Powell,
      Ohio

    Attention:

    


    
      	
            	with
              a copy to:	
              Womble,
                Carlyle, Sandridge & Ross

              One
                Atlantic Center

              1201
                Peachtree Street

              Atlanta,
                Georgia 30309

              Telecopier:
                (404) 870-8478

              Attention:
                G. Donald Johnson, Esq.

            


    

    


    or
      to
      such other address as the person to whom notice is given may have previously
      furnished to the others in writing in the manner set forth above.

     

    Section 9.4.
      Governing Law; Forum Selection; Jurisdiction. 

    


    (a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard or giving effect to that State’s principles of
      conflict of laws.

    


    (b) Each
      Party agrees that any action, proceeding or claim it commences against the
      other
      party pursuant to this Agreement must be brought in the United States District
      Court for the District of Delaware, or if there is no basis for jurisdiction
      in
      such court, then in any of the state courts of Delaware. Each party irrevocably
      and unconditionally commits to the in
      personam
      jurisdiction of such courts and waives, to the fullest extent permitted by
      law,
      any objections which it may now or hereafter have to the laying of the venue
      of
      any such suit, action or proceeding brought in such courts, any claim that
      any
      such suit, action or proceeding brought in any such court has been brought
      in an
      inconvenient forum and the right to object, with respect to any such suit,
      action or proceeding brought in such court, that such court does not have
      jurisdiction over the person of such party. In any suit, action or proceeding,
      each party waives, to the fullest extent it may effectively do so, personal
      service of any summons, complaint or other process and agrees that the service
      thereof may be made by certified or registered mail, addressed to such party at
      its address set forth in Section 9.3 hereof. Each Party agrees that a final
      non-appealable judgment in any such suit, action or proceeding brought in such
      a
      court shall be conclusive and binding.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section
      9.5. WAIVER OF JURY TRIAL. 

    


    TO
      THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF
      THE
      PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER
      AS
      PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN RESPECT OF
      ANY
      ISSUE OR ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY RELATED
      AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH
      OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE
      WHETHER NOW EXISTING OR HEREAFTER ARISING. ANY PARTY HERETO MAY FILE AN ORIGINAL
      COUNTERPART OR A COPY OF THIS SECTION 9.5 WITH ANY COURT AS WRITTEN EVIDENCE
      OF
      THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
      JURY.

    


    Section 9.6.
      Descriptive Headings. 

     

    The
      descriptive headings herein are inserted for convenience of reference only
      and
      are not intended to be part of or to affect the meaning or interpretation of
      this Agreement.

    


    Section 9.7.
      Parties in Interest. 

     

    This
      Agreement shall be binding upon and inure solely to the benefit of each Party
      hereto and its successors and permitted assigns and nothing in this Agreement
      express or implied is intended to or shall confer upon any other Person any
      rights, benefits or remedies of any nature whatsoever under or by reason of
      this
      Agreement.

     

    Section
      9.8. Specific
      Performance.

    


    The
      Parties hereby acknowledge and agree that the failure of any party to perform
      its agreements and covenants hereunder, including its failure to take all
      actions as are necessary on its part to the consummation of the transactions
      contemplated hereby, will cause irreparable injury to the other Parties, for
      which damages, even if available, will not be an adequate remedy. Accordingly,
      each Party hereby consents to the issuance of injunctive relief by any court
      of
      competent jurisdiction to compel performance of such party's obligations and
      to
      the granting by any court of the remedy of specific performance of its
      obligations hereunder without the necessity of posting a bond.

     

    Section
      9.9. Disclosure Generally. 

     

    If
      and to
      the extent any information required to be furnished in any Schedule is contained
      in this Agreement or disclosed in any other Schedule, such information shall
      be
      deemed to be included in any other Schedule only to the extent that such
      disclosure is specifically identified by reference in such other Schedule.
      

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    Section
      9.10. Counterparts.

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which shall constitute one and the same
      agreement.

    


    Section
      9.11. Attorney’s Fees. 

    


    If
      any
      Party hereto initiates any legal action arising out of, or in connection with,
      this Agreement, the prevailing Party shall be entitled to recover from the
      other
      Party all reasonable attorneys’ fees, expert witness fees and expenses incurred
      by the prevailing Party in connection therewith.

    


    Section
      9.12. Interpretation.
      

    


    Buyer
      and
      Seller have each had this Agreement reviewed by experienced and qualified
      counsel and the opportunity to negotiate fully all of the provisions of this
      Agreement. This Agreement shall be construed and interpreted without regard
      to
      any maxim or principle of law which provides that any ambiguity in any provision
      in this Agreement should be construed against the Party whose counsel drafted
      the particular provision or any other part of the Agreement.

    


    


    [signatures
      on following page]

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly
      executed on its behalf as of the day and year first above written.

     

    
      	 	 	 
	 	AEROFLEX
              INCORPORATED
	 
 	 
 	 
 
	 	By:  	/s/ John
              Adamovich, Jr.
	 	
              Name:
                John Adamovich, Jr.

              Title:
                Senior Vice President

            


    

     

    
       

      
        	 	 	 
	 	STAR
                DYNAMICS HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                R.
                Becnel
	 	
                Name:
                  Thomas R. Becnel

                Title:
                  Manager

              


      

       

      
        
          	 	 	 
	 	TAZ
                  VENTURES, LLC.
	 
 	 
 	 
 
	 	By:  	/s/ Steve
                  Gorlin
	 	
                  Name:
                    Steve Gorlin

                  Title:
                    Manager

                


        

         

      

    

    Accepted
      and Agreed to in all

    Respects
      as of the date hereof with

    regard
      to
      Article VIII as

    applicable
      to the Acquired Company

    


    AEROFLEX
      POWELL, INC. (STAR DYNAMICS CORPORATION)

    


     

    
      	By:  	 R.
              Jerry Jost
	 	
              Name: R.
                Jerry Jost

              Title:
                 President
                and CEO

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

    


    Certain
      Definitions.

    


    “Accounting
      Firm”
shall
      mean the accounting firm mutually agreed upon by the Buyer and the
      Seller.

     

    “Acquired
      Company”
shall
      have the meaning defined in Recital A of the Agreement.

    


    “Affiliate”
shall
      mean, as applied to any Person, any other Person directly or indirectly
      controlling, controlled by, or under common control with, that Person. For
      the
      purposes of this definition, “control” (including, with correlative meanings,
      the terms “controlling”, “controlled by” and “under common control with”), as
      applied to any Person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of that
      Person, whether through ownership of voting securities, by contract or
      otherwise. For purposes of this definition, a Person shall be deemed to be
      “controlled by” a Person if such Person possesses, directly or indirectly, power
      to vote 10% or more of the equity interests having ordinary voting power for
      the
      election of directors, managers or other similar positions of such Person,
      as
      applicable. 

     

    “Agreement”
shall
      have the meaning defined in the Preamble of the Agreement.

     

    “Applicable
      Law”
means,
      with respect to any Person, any domestic or foreign, federal, state or local
      statute, law, ordinance, policy, guidance, rule, administrative interpretation,
      regulation, order, writ, injunction, directive, judgment, decree or other
      requirement of any Governmental Authority applicable to such Person or any
      of
      its Affiliates or any of their respective properties, assets, officers,
      directors, employees, consultants or agents (in connection with such officer’s,
      director’s, employee’s, consultant’s or agent’s activities on behalf of such
      Person or any of its Affiliates).

     

    “Assignment
      and Assumption Agreement”
shall
      have the meaning defined in Recital C.

     

    “Business
      Days”
means
      any day that is not a Saturday, Sunday or a day on which the banks in New York,
      New York are required or permitted by law to be closed.

     

    “Buyer”
shall
      have the meaning defined in the Preamble of the Agreement.

     

    “Buyer
      Acquired Business”
shall
      have the meaning defined in Section 6.1(b) of the Agreement.

     

    “Buyer
      Basket Amount”
shall
      have the meaning defined in Section 8.8(f) of the Agreement.

     

    “Buyer
      Guarantee”
shall
      have the meaning defined in Section 5.10(a) of the Agreement.

     

    “Buyer
      Indemnified Parties”
shall
      have the meaning defined in Section 8.3 of the Agreement.

     

    “Claim
      Notice”
shall
      have the meaning defined in Section 8.5(a) of the Agreement.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended. 

     

    “Competitive
      Business”
      shall
      have the meaning defined in Section 6.1(b) of the Agreement.

     

    “Confidential
      Information”:
      (a)
      with regard to the Radar Business, means, as and to the extent existing on
      the
      Closing Date (or with regard to the Radar Technology, as of the date of the
      Radar IP Transfer) and used in or in connection with the Radar Business of
      the
      Acquired Company as then conducted, all financial, technical and strategic
      information owned or licensed by the Acquired Company and pertaining to the
      Radar Business of the Acquired Company and the products of the Radar Business
      which the Acquired Company treats as proprietary and confidential, including,
      without limitation, all computer software and database information, personnel
      information, financial information, customer lists, supplier lists, trade
      secrets, proprietary information, forms, information regarding operations,
      systems, services, know how, computer and any other processed or collated data,
      computer programs, pricing, marketing and advertising data, methods, systems,
      services, designs, marketing ideas, products or processes (whether or not
      capable of being trademarked, copyrighted or patented); provided,
      however,
      that
      Confidential Information shall not include: (i) any information that is or
      becomes publicly available other than as a result of a breach by Seller or
      any
      of its Affiliates of this Agreement; (ii) any information that is independently
      developed by the Seller or is obtained from any source other than the Acquired
      Company, provided that such source has not, to the Knowledge of the Seller,
      entered into a confidentiality agreement with the Acquired Company with respect
      to such information and obtained the information from a Person who is a party
      to
      a confidentiality agreement with the Acquired Company that prevents disclosure
      of such information; and (iii) any information that is disclosed by the
      Acquired Company to a third party without restriction. Information shall be
      deemed “publicly available” if it is or becomes a matter of public knowledge or
      is contained in materials available to the public.

     

    (b)
      with
      regard to the Seller and the Non-Radar Businesses, means as and to the extent
      existing on the date of the Powell Non-Radar Business Transfers, and used in
      or
      in connection with the business of the Non-Radar Businesses as then conducted,
      all financial, technical and strategic information owned by the Seller and
      pertaining to the Non-Radar Businesses and the products of the Non-Radar
      Businesses which the Seller (or the Non-Radar Businesses) treat as proprietary
      and confidential, including, without limitation, all computer software and
      database information, personnel information, financial information, customer
      lists, supplier lists, trade secrets, proprietary information, forms,
      information regarding operations, systems, services, know how, computer and
      any
      other processed or collated data, computer programs, pricing, marketing and
      advertising data, methods, systems, services, designs, marketing ideas, products
      or processes (whether or not capable of being trademarked, copyrighted or
      patented); provided,
      however,
      that
      Confidential Information shall not include: (i) any information that is or
      becomes publicly available other than as a result of a breach by Buyer or the
      Acquired Company or any of their Affiliates of this Agreement; (ii) any
      information that is independently developed by the Buyer or the Acquired Company
      (after the Closing) or is obtained from any source other than the Non-Radar
      Businesses or the Seller, provided that such source has not, to the Knowledge
      of
      the Buyer, entered into a confidentiality agreement with the Seller or the
      Non-Radar Businesses with respect to such information and obtained the
      information from a Person who is a party to a confidentiality agreement with
      the
      Seller or Non-Radar Businesses that prevents disclosure of such information;
      and
      (iii) any information that is disclosed by the Seller or the Non-Radar
      Businesses to a third party without restriction. Information shall be deemed
      “publicly available” if it is or becomes a matter of public knowledge or is
      contained in materials available to the public.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Coverage
      Termination Date”
shall
      have the meaning defined in Section 5.3(c).

     

    “Disclosing
      Party”
shall
      have the meaning defined in Section 5.1(b) of the Agreement.

     

    “Dispute
      Notice”
shall
      have the meaning defined in Section 8.5(b) of the Agreement.

     

    “Dispute
      Settlement”
shall
      have the meaning defined in Section 8.5(b) of the Agreement.

     

    “Employee
      Benefit Plan”
      includes a plan which is either an Employee Pension Benefit Plan or an Employee
      Welfare Benefit Plan.

     

    “Employee
      Pension Benefit Plan”
means
      a
      plan described in Section 3(2) of ERISA and subject to the requirements of
      Title
      I of ERISA.

     

    “Employee
      Welfare Benefit Plan”
      includes a plan described in Section 3(1) of ERISA and subject to the
      requirements of Title I of ERISA and any associated “cafeteria plan” that is
      designed to meet the requirements of Section 125 of the Code.

     

    "Environmental
      Actions"
      refers
      to any compliant, summons, citation, notice, directive, order, claim,
      litigation, investigation, proceeding, judgment, letter or other communication
      from any federal, state, local or municipal agency, department, bureau, office
      or other authority or any third party involving a Hazardous Discharge or any
      violation of any order, permit or Environmental Laws. 

     

    “Environmental
      Laws”
shall
      mean all applicable international, federal, state and local statutes, laws,
      regulations, ordinances, orders, common law, and similar provisions having
      the
      force or effect of law, concerning public health, or pollution or protection
      of
      the environment, including but not limited to, the Clean Air Act, 42 U.S.C.
      ‘7401 et. seq., the Clean Water Act 33 U.S.C. ‘1251 et seq., the Resource
      Conservation Recovery Act (“RCRA”), 42 U.S.C. ‘6901 et seq., the Toxic
      Substances Control Act, 15 U.S.C ‘2601 et seq., and the Comprehensive
      Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C.
‘9601 et seq. or which govern; (i) the existence, cleanup removal and/or
      remedy of contamination or threat of contamination on or about the Leased Real
      Property; (ii) the emission or discharge of Hazardous Materials; or (iv)
      the use, generation, transport, treatment, storage, disposal, removal,
      recycling, handling or recovery of Hazardous Materials, including building
      materials, provided that “Environmental Laws” shall not include laws governing
      worker health and safety or conditions inside structures or
      buildings.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that is part of the same
      controlled group, or under common control with, or part of an affiliated service
      group that includes the Seller, within the meaning of Code Sections 414(b),
      (c),
      (m), or (o) and/or ERISA Section 4001(a)(14).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Existing
      Letters of Credit”
shall
      mean the letters of credit listed on Schedule 5.10(a) of the
      Agreement.

     

    “February
      29, 2008 Balance Sheet”
shall
      have the meaning defined in Section 2.7(b) of the Agreement.

     

    “Financial
      Statements”
shall
      mean (i) the unaudited balance sheets for the fiscal years 2006, 2007 and the
      February 29, 2008 Balance Sheet for the Radar Business, and (ii) the unaudited
      income statements for the Radar Business for the ten consecutive quarters ending
      December 31, 2007.

     

    “GAAP”
means
      the accounting principles generally accepted in the United States as in effect
      on the date and for the period with respect to which such principles are
      applied.

     

    “Governmental
      Authority”
means
      any foreign, domestic, federal, territorial, state or local governmental
      authority, instrumentality, court, government or self regulatory organization,
      commission tribunal or organization or any regulatory administrative or other
      agency, or any political or other subdivision, department or branch of any
      of
      the foregoing.

     

    "Hazardous
      Discharge"
      means
      any releasing, spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, disposing, or dumping of Hazardous
      Materials which violates Environmental Laws.

     

    “Hazardous
      Materials”
means
      any waste or other substance that is listed, defined, designated, or classified
      as, or otherwise determined to be, hazardous, radioactive, or toxic or a
      pollutant or a contaminant under or pursuant to any Environmental Law, including
      any admixture or solution thereof, and specifically including petroleum and
      all
      derivatives thereof or synthetic substitutes therefore and asbestos or
      asbestos-containing materials.

     

    “Indemnified
      Party”
shall
      have the meaning defined in Section 8.5(a) of the Agreement.

     

    "Indemnifying
      Party"
      shall
      have the meaning defined in Section 8.5(a) of the Agreement. 

     

    "Information
      Technology"
      means
      all computer hardware, software, networks, microprocessors, firmware and other
      information technology and communications equipment used in the operation of
      the
      information technology systems of the Acquired Company and the Radar
      Business.

     

    “Initial
      Royalty Period”
shall
      have the meaning defined in Section 5.12(a)(i) of the Agreement.

     

    “Knowledge,”
      “to
      the
      Knowledge of”
or
      words of like import mean that the party to which the statement is attributed
      is
      actually aware of the particular fact or other matter to which the statement
      refers and shall be deemed to include a representation that any identified
      individuals have made all usual and reasonable inquiries and all inquiries
      that
      would be reasonable in light of such Person’s Knowledge. Seller will be deemed
      to have “Knowledge” of a particular fact or other matter if Jerry Jost, Jerry
      Gilliland or Kevin Finnegan has Knowledge of such fact or other matter. Buyer
      will be deemed to have “Knowledge” of a particular fact or other matter if Steve
      Gorlin or Thomas Becnel has Knowledge of such fact or other matter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Latest
      Balance Sheet Date”
means
      February 29, 2008.

     

    “Leased
      Real Property”
means
      all of the Acquired Company’s leasehold interest in and to the real property
      described in Schedule 2.11(a) of the Agreement.

     

    "Liability"
      means,
      with respect to any Person, any liability or obligation of such Person of any
      kind, character or description, whether known or unknown, absolute or
      contingent, accrued or unaccrued, liquidated or unliquidated, secured or
      unsecured, joint or several, due or to become due, vested or unvested,
      executory, determined, determinable or otherwise.

     

    “Liability
      Cap”
shall
      have the meaning defined in Section 8.8(b) of the Agreement.

     

    "Lien"
      means,
      with respect to any asset, any mortgage, title defect or objection, lien,
      pledge, charge, security interest, hypothecation, restriction, encumbrance
      or
      charge of any kind in respect of such asset.

     

    “License
      Agreement”
shall
      have the meaning defined in Section 5.12(a) of the Agreement.

     

    “Licensed
      Technology”
shall
      have the meaning defined in the License Agreement.

     

    “Loss
      or Losses”
shall
      have the meaning defined in Section 8.3 of the Agreement.

     

    "Material
      Adverse Effect"
      or
      "Materially
      Adversely Affected"
      with
      respect to any Person means any material adverse change in the business
      properties, results of operations or financial condition of such Person or
      its
      business, taken as a whole;
      provided, however,
      that
      the foregoing definition excludes the effects of changes that are generally
      applicable to (i) the United States economy or securities markets or (ii) the
      world economy or international securities markets or result from the outbreak
      of
      war, other hostilities or terrorist activities.

     

    “Material
      Contracts”
shall
      mean those contracts and agreements of, or relating to, the Radar Business
      identified on Schedule 2.12 of the Agreement.

     

    “Negotiation
      Period”
shall
      have the meaning defined in Section 8.5(b) of the Agreement. 

     

    “Non-Disclosing
      Party”
shall
      have the meaning defined in Section 5.1(b) of the Agreement.

     

    “Non-Radar
      Businesses”
shall
      have the meaning defined in Recital B of the Agreement.

     

    “Non-Radar
      Business Agreements”
shall
      have the meaning defined in Section 5.11 of the Agreement.

     

    “Owned
      Real Property”
shall
      have the meaning defined in Section 2.11(d) of the Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Order”
means
      any order, judgment, award, ruling, decree, writ, injunction of any court,
      arbitrator or Governmental Authority.

     

    “Ordinary
      Course or Ordinary Course of Business”
means
      the ordinary course of business consistent with Past Practice (including,
      without limitation, with respect to quantity, quality and
      frequency).

     

    “Party”
or
      “Parties”
shall
      refer to Buyer and Seller, as the specific context requires.

     

    “Past
      Practice”
means
      with respect to the Acquired Company, and, particularly, the Radar Business,
      the
      practice and procedures utilized during the two years consistently prior to
      the
      year ended February 29, 2008.

     

    “Permits”
shall
      have the meaning defined in Section 2.13 of the Agreement.

     

    “Permitted
      Liens”
means
      (a) Liens for Taxes not yet due and payable; (b) non-monetary Liens that do
      not
      materially detract from the value of any asset of Acquired Company or materially
      interfere with Acquired Company’s ongoing business operations or its ownership
      of its assets; (c) inchoate mechanics’, carriers’, workers’, repairmen’s or
      other similar Liens arising or incurred in the Ordinary Course of Business
      and
      securing obligations incurred prior to Closing; (d) Liens that arise under
      zoning, land use and other similar laws, that do not materially detract from
      the
      value of any asset of Acquired Company or materially interfere with Acquired
      Company’s ongoing business operations or its ownership of its assets; (e) any
      easements, covenants, conditions or restrictions of record relating to or
      affecting the Leased Real Property; (f) Liens relating to deposits made in
      the Ordinary Course in connection with workers' compensation, unemployment
      insurance and other types of social security or to secure the performance of
      leases, trade contracts or other similar agreements; (g)  Liens relating to
      capitalized lease financings or purchase money financings that have been entered
      into in the Ordinary Course as disclosed in this Agreement or the Schedules
      hereto; (h) in the case of leased assets, Liens set forth in the lease agreement
      pertaining thereto; and (vi) Liens reflected on any Schedule hereto.


     

    “Person”
means
      any natural person, partnership, firm, corporation, Limited Liability Company,
      association, trust, unincorporated organization or other entity.

     

    “Powell”
shall
      have the meaning defined in Recital A of the Agreement.

     

    “Powell
      Guarantees”
shall
      have the meaning defined in Section 5.13.

     

    “Powell
      Lease”
shall
      have the meaning defined in Section 5.10(c).

     

    “Powell
      Mortgage”
shall
      have the meaning defined in Section 5.10(c).

     

    “Powell
      Non-Radar Business Transfer”
shall
      have the meaning defined in Recital C of the Agreement.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Radar
      Business”
shall
      have the meaning defined in the Preamble of the Agreement.

     

    “Radar
      Employees”
shall
      have the meaning defined in Section 2.16(a)(iv) of the Agreement.

     

    “Radar
      Intellectual Property”
means
      all of the intellectual property pertaining to the Radar Business other than
      the
      Licensed Technology.

     

    “Radar
      IP Transfer”
shall
      have the meaning defined in Recital C of the Agreement.

     

    “Related
      Agreements”
means
      the Transition Services Agreement, the License Agreement and the Powell
      Mortgage.

     

    “Retained
      Employees”
shall
      have the meaning defined in Recital C of the Agreement.

     

    “Seller”
shall
      have the meaning defined in the Preamble of the Agreement. 

     

    “Seller
      Acquired Business”
shall
      have the meaning defined in Section 6.1 of the Agreement.

     

    “Seller
      Basket Amount”
shall
      have the meaning defined in Section 8.8(e) of the Agreement.

     

    “Seller
      Employee Benefit Plan”
      includes a plan which is either a Seller Employee Pension Benefit Plan or a
      Seller Employee Welfare Benefit Plan.

     

    “Seller
      Employee Pension Benefit Plan”
means
      an Employee Pension Benefit Plan which is established or maintained by Seller
      and/or an ERISA Affiliate of Seller.

     

    “Seller
      Employee Welfare Benefit Plan”
means
      an Employee Welfare Benefit Plan which is established or maintained by Seller
      and/or an ERISA Affiliate of Seller.

     

    “Seller
      Guarantees”
shall
      have the meaning defined in Section 5.10(a) of the Agreement.

     

    “Seller
      Indemnified Parties”
shall
      have the meaning defined in Section 8.4 of the Agreement.

     

    “Seller’s
      Powell Lease Guarantee”
shall
      have the meaning defined in Section 5.10(c).

     

    “Shares”
shall
      have the meaning defined in Recital D of the Agreement.

     

    “Solutions”
shall
      have the meaning defined in Recital C of the Agreement.

     

    “Subrogated
      Rights”
shall
      have the meaning defined in Section 8.8(g) of the Agreement.

     

    “Subsidiary”
means,
      as applied to any Person, a Person a majority of the outstanding voting
      securities of which is owned or controlled, directly or indirectly, by such
      Person, or by one or more other Subsidiaries of such Person. For the purposes
      of
      this definition, “voting securities” means equity interests having voting power
      for the election of directors, managers or other similar positions of such
      Person.

     

    “Tax”
means
      any federal, state, local, or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall profits,
      environmental, customs duties, capital stock, franchise, profits, withholding,
      social security (or similar), unemployment, disability, real property, personal
      property, sales, use, transfer, registration, value added, alternative or add-on
      minimum, estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Taxable
      Period”
means
      any period for which Taxes are owed to a federal, state, local or foreign taxing
      authority, or for which a Tax Return is required to be filed by Seller, the
      Acquired Company or Buyer.

     

    “Tax
      Benefit”
means
      the economic benefit received by the Buyer and its Affiliates during any Taxable
      Period (or portion thereof) beginning on or after the Closing Date, in the
      form
      of an actual reduction in Tax liability of the Buyer or its Affiliates,
      attributable to any event described in the first sentence of
      Section 5.9(b)(iv)(B), computed in the case of any Taxable Period, or a
      portion thereof, that begins after the Closing Date.

     

    “Tax
      Return”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    “Third
      Party Claim”
shall
      have the meaning defined in Section 8.6(a) of the Agreement.

     

    “Threshold”
shall
      have the meaning defined in Section 8.8(d) of the Agreement.

     

    “Transaction”
shall
      have the meaning defined in the Agreements section on Page 5 of the
      Agreement.

     

    “Transition
      Services Agreement”
shall
      mean the Transition Services Agreement between Buyer and Seller with respect
      to
      the provision of certain transition services from and after the Closing
      Date.