ex101to8k01461_12042007.htm


     

    Exhibit
      10.1

     

    


    AGREEMENT
      AND PLAN OF MERGER

    


    by
      and
      among

    


    Sequoia
      Media Group, LC,

    


    Secure
      Alliance Holdings Corporation,

    


    and

    


    SMG
      Utah,
      LC

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    AGREEMENT
      AND PLAN OF MERGER

     

    This
      Agreement and Plan of Merger (this “Agreement”) is made and entered into
      as of December 6, 2007 by and among Sequoia Media Group, LC, a Utah limited
      liability company (“Sequoia”), Secure Alliance Holdings Corporation, a
      Delaware corporation (“SAH”), and SMG Utah, LC, a Utah limited liability
      company and a wholly owned subsidiary of SAH (“Merger Sub”).

     

    WITNESSETH:

     

    A.           The
      Board of Managers of Sequoia and Merger Sub and the Board of Directors of the
      SAH deem it advisable and in the best interests of their respective members
      or
      stockholders that the holders of Sequoia Membership Interests and Sequoia
      Membership Interest Equivalents (as those terms are defined herein) receive
      80%
      of the equity interests in SAH in consideration for the contribution to SAH
      of
      all the equity interests in Sequoia upon the terms and subject to the conditions
      provided for in this Agreement.

     

    B.           In
      furtherance thereof, it is proposed that the acquisition be accomplished by
      means of the merger of Merger Sub with and into Sequoia (the “Merger”),
      with Sequoia continuing as the surviving entity in the Merger, and each issued
      and outstanding Sequoia Membership Interest and each Sequoia Membership Interest
      Equivalent will automatically be converted into the right to receive .5806419
      shares of common stock, par value $.01 per share, calculated after the Reverse
      Stock Split, (the “SAH Common Stock”), of SAH (such shares of SAH Common
      Stock being hereinafter referred to as the “Merger Shares”) upon the
      terms and subject to the conditions set forth in this Agreement.

     

    C.           The
      Board of Directors of SAH (the “SAH Board”) (on its own behalf and as the
      sole member of Merger Sub) has unanimously approved the Agreement and the
      Merger, and has determined that this Agreement, the Merger and the other
      transactions contemplated hereby are in the best interests of SAH and its
      stockholders, and has resolved to recommend that its stockholders adopt this
      Agreement and the Merger.

     

    D.           The
      Boards of Managers of each of Sequoia and Merger Sub have respectively
      unanimously approved the Agreement and the Merger, and have determined that
      this
      Agreement, the Merger and the other transactions contemplated hereby are in
      the
      best interests of Sequoia or Merger Sub, as the case may be.

     

    NOW,
      THEREFORE, in consideration of the representations, warranties, covenants and
      agreements contained in this Agreement and intending to be legally bound hereby,
      the parties hereto agree as follows:

     

    ARTICLE
      I

    TERMS
      OF THE MERGER

     

    1.1           The
      Merger.  Upon the terms and subject to the conditions of
      this Agreement, the Merger shall be consummated in accordance with the Utah
      Revised Limited Liability Company Act (“URLLCA”).  At the
      Effective Time (as defined below), upon the terms and subject to the conditions
      of this Agreement, Merger Sub shall be merged with and into Sequoia in
      accordance with the URLLCA and the separate existence of Merger Sub shall
      thereupon cease and Sequoia, as the surviving limited liability company in
      the
      Merger (the “Surviving LLC”), shall continue its corporate existence
      under the laws of the State of Utah as a wholly owned subsidiary of
      SAH.  It is intended that the Merger shall effectuate a tax-free
      transfer by the Sequoia Members of their respective Sequoia Membership Interests
      to SAH in exchange for Merger Shares pursuant to Section 351 of the
      Code.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    1.2           The
      Closing; Effective Time.  The closing of the Merger (the
“Closing”) shall take place  on such date (the “Closing
      Date”) as mutually determined by the parties hereto when all conditions
      precedent have been met and all required documents have been executed and
      delivered by overnight courier or in electronic format (or as otherwise agreed)
      to the parties.  The “Effective Time” of the Merger shall be
      that date and time the Articles of Merger has been accepted for filing by the
      Department of Commerce, Corporations Division of the State of Utah, or at such
      later time as is provided in the Articles of Merger, and the “Effective
      Date” shall be the date of the Effective Time.

     

    1.3           Conversion
      of Securities.

     

    At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the holders of any securities of Merger Sub or Sequoia:

     

    (a)           Each
      Sequoia Membership Interest shall automatically be converted into the right
      to
      receive .5806419 Merger Shares (the “Merger Consideration”), payable, to
      the holder of such Sequoia Membership Interest upon surrender, in the manner
      provided in Section 1.4 hereof, of the certificate that formerly evidenced
      such Sequoia Membership Interest.  All such Sequoia Membership
      Interests, when so converted, shall no longer be outstanding, and each holder
      of
      a certificate representing any such Sequoia Membership Interest shall cease
      to
      have any rights with respect thereto, except the right to receive the Merger
      Consideration therefor upon the surrender of such certificate thereof in
      accordance with Section 1.4 hereof; and

     

    (b)           Each
      issued and outstanding membership interest of Merger Sub shall be converted
      into
      one validly issued, fully paid and non-assessable membership interest of the
      Surviving LLC.

     

    1.4           Tender
      of and Payment for Certificates.

     

    (a)           Exchange
      Procedures.  Promptly after the Effective Time, SAH and the
      Surviving LLC shall cause to be mailed to each holder of record, as of the
      Effective Time, of a Sequoia Membership Interest whose Sequoia Membership
      Interest was converted pursuant to Section 1.3(a) hereof into the right to
      receive the Merger Consideration, a letter of transmittal (which shall specify
      that delivery shall be effected, and risk of loss and title to the Sequoia
      Membership Interests shall pass, only upon proper delivery of the Sequoia
      Membership Interests to the Transfer Agent and shall be in such form and have
      such other provisions as SAH may reasonably specify) and instructions for use
      in
      effecting the surrender of the Sequoia Membership Interests in exchange for
      the
      Merger Consideration. Upon surrender of a Sequoia Membership Interest for
      cancellation to the Transfer Agent or to such other agent or agents as may
      be
      appointed by SAH, together with such letter of transmittal, properly completed
      and duly executed in accordance with the instructions thereto, the holder of
      such Sequoia Membership Interest shall be entitled to receive in exchange
      therefor the Merger Consideration for each such Sequoia Membership Interest,
      and
      the Sequoia Membership Interest so surrendered shall forthwith be
      canceled.  If payment of the Merger Consideration is to be made to a
      Person other than the Person in whose name the surrendered Sequoia Membership
      Interest is registered, it shall be a condition of payment that the Sequoia
      Membership Interest so surrendered shall be properly endorsed or shall be
      otherwise in proper form for transfer and that the person requesting such
      payment shall have paid all transfer and other Taxes required by reason of
      the
      issuance to a person other than the registered holder of the Sequoia Membership
      Interest surrendered or shall have established to the satisfaction of the
      Surviving LLC that such Tax either has been paid or is not applicable. Until
      surrendered as contemplated by this Section 1.4, each Sequoia Membership
      Interest shall be deemed at any time after the Effective Time to represent
      only
      the right to receive the Merger Consideration in Merger Shares as contemplated
      by Section 1.3(a) hereof.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (b)           Transfer
      Books; No Further Ownership Rights in the Sequoia Membership
      Interests.  At the Effective Time, the membership interest
      transfer books of Sequoia shall be closed, and thereafter there shall be no
      further registration of transfers of Sequoia Membership Interests on the records
      of Sequoia.  From and after the Effective Time, the holders of Sequoia
      Membership Interests outstanding immediately prior to the Effective Time shall
      cease to have any rights with respect to such Sequoia Membership Interest,
      except as otherwise provided for herein or by applicable Law.  If,
      after the Effective Time, Sequoia Membership Interests are presented to the
      Surviving LLC for any reason, they shall be canceled and exchanged as provided
      in this Article I.

     

    (c)           Lost,
      Stolen or Destroyed Certificates.  In the event certificate(s)
      respecting Sequoia Membership Interests shall have been lost, stolen or
      destroyed, upon the making of an affidavit of that fact by the person claiming
      such certificate(s) to be lost, stolen or destroyed and, if required by Sequoia
      Membership Interests, the posting by such person of a bond in such sum as
      Sequoia Membership Interests may reasonably direct as indemnity against any
      claim that may be made against any party hereto or the Surviving LLC with
      respect to such certificate(s), the Transfer Agent will disburse the Merger
      Consideration pursuant to Section 1.3(a) payable in respect of the Sequoia
      Membership Interests represented by such lost, stolen or destroyed
      certificate(s).

     

    1.5           Sequoia
      Membership Interest Equivalents.  SAH will assume
      Sequoia’s obligation with regard to Sequoia Membership Interest Equivalents
      outstanding at the Closing such that upon the Closing each Sequoia Membership
      Interest Equivalent shall be deemed to have the right to receive .5806419 Merger
      Shares upon purchase or exercise of such Sequoia Membership Interest
      Equivalent.

     

    1.6           Operating
      Agreement and Articles of Organization.  Subject to
      Article VI hereof, at and after the Effective Time until the same have been
      duly amended, the Operating Agreement and Articles of Organization of the
      Surviving LLC shall be identical to the Operating Agreement and Articles of
      Organization of the Merger Sub in effect at the Effective Time.

     

    1.7           Directors,
      Managers and Officers.  At and after the Effective Time,
      the directors and/or managers, as applicable, and officers of SAH and Merger
      Sub
      shall be the individuals set forth on Exhibit A, in each case until their
      respective successors are duly elected or appointed and
      qualified.  If, at the Effective Time, a vacancy shall exist on the
      governing body or in any office of the Surviving LLC, such vacancy may
      thereafter be filled in the manner provided by Law.

     

    1.8           Other
      Effects of Merger.  The Merger shall have all further
      effects as specified in the applicable provisions of the URLLCA.

     

    1.9           Additional
      Actions.

     

    (a)           Immediately
      prior to Closing, Sequoia will convert or cause the holders of Sequoia
      Membership Interests to convert all Series A Preferred Membership Interests
      and
      Series B Preferred Membership Interests outstanding in Sequoia into common
      units
      or in the event, the foregoing conversion fails to occur prior to Closing,
      the
      Series A Preferred Membership Interests and Series B Preferred Membership
      Interests will instead be exchanged for .5806419 Merger Shares in accordance
      with Section 1.4.

     

    (b)           If,
      at any time after the Effective Time, the Surviving LLC shall consider or be
      advised that any deeds, bills of sale, assignments, assurances or any other
      actions or things are necessary or desirable to vest, perfect or confirm of
      record or otherwise in the Surviving LLC its right, title or interest in, to
      or
      under any of the rights, properties or assets of Merger Sub or Sequoia or
      otherwise carry out this Agreement, the officers and managers of the Surviving
      LLC shall be authorized to execute and

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    deliver,
      in the name and on behalf of Merger Sub or Sequoia, all such deeds, bills of
      sale, assignments and assurances and to take and do, in the name and on behalf
      of Merger Sub or Sequoia, all such other actions and things as may be necessary
      or desirable to vest, perfect or confirm any and all right, title and interest
      in, to and under such rights, properties or assets in the Surviving LLC or
      otherwise to carry out this Agreement.

     

    (c)           On
      the date hereof, SAH has extended the Bridge Financing to Sequoia pursuant
      to
      the terms of a separate Loan and Security Agreement.

     

    ARTICLE
      II

    DEFINITIONS

     

    2.1           Defined
      Terms.

     

    For
      purposes of this Agreement and the Exhibits and Schedules attached hereto,
      the
      following terms shall have the meanings specified or referred to below, unless
      the context otherwise requires:

     

    “Acquisition
      Proposal” means, other than the transactions contemplated by this
      Agreement, any offer or proposal relating to (a) any acquisition or purchase,
      direct or indirect, of over twenty percent (20%) of any class of equity or
      voting securities of SAH, (b) any tender offer (including a self-tender offer)
      or exchange offer that, if consummated, would result in such third party’s
      beneficially owning twenty percent (20%) or more of any class of equity or
      voting securities of SAH, or (c) a merger, consolidation, share exchange,
      business combination, sale of substantially all the assets, reorganization,
      recapitalization, liquidation, dissolution or other similar transaction
      involving SAH.

     

    “Affiliate”
      means with respect to a specified Person, any other Person that directly, or
      indirectly through one or more intermediaries, controls or is controlled by,
      or
      is under common control with, the specified Person; it being understood and
      agreed that, for purposes of this definition, the term “control” means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of such Person, whether through the ownership of
      voting securities or other ownership interest, by contract or
      otherwise.

     

    “Agreement”
      means this Agreement and Plan of Merger, including all amendments hereof and
      all
      Exhibits and Schedules hereto.

     

    “Articles
      of Merger” means the articles of merger substantially in the form
      set forth on Exhibit B hereto and as referenced in
      Section 1.2.

     

    “Authorized
      Capital Changes” means to amend the amendment of SAH’s Certificate
      of Incorporation to (i) increase the number of authorized shares of SAH
      Common Stock to 250,000,000 and (ii) authorize a class of preferred stock
      consisting of 50,000,000 shares of $.01 par value preferred stock.

     

    “Bridge
      Financing” means a $2,500,000 secured line of credit to be made
      available by SAH to Sequoia pursuant to the Loan and Security Agreement dated
      the date hereof by and between SAH and Sequoia.

     

    “Business
      Day” means a day other than Saturday, Sunday or any day on which
      banks located in the State of New York are authorized or obligated to
      close.

     

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

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Common
      Stock Equivalents” means any securities of SAH which would entitle
      the holder thereof to acquire at any time any SAH common stock, including,
      without limitation, any debt, preferred stock, rights, options, warrants or
      other instrument that is at any time convertible into or exercisable or
      exchangeable for, or otherwise entitles the holder thereof to receive, common
      stock.

     

    “Consent”
      means any approval, consent, ratification, waiver, or other authorization,
      release or similar action that is necessary (including any Governmental
      Authorization).

     

    “Diligence
      Drop Dead Date” means the date which is 20 days following the date
      of this Agreement.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “Environmental
      Law” means all federal, state, local and foreign Laws, (including
      all common law), orders, decrees, judgments, codes and ordinances and all rules
      and regulations promulgated thereunder, civil or criminal, whenever enacted
      or
      in effect, relating to pollution or the protection of the environment, or human
      health or safety

     

    “GAAP”
      means United States generally accepted accounting principles as in effect from
      time to time.

     

    “Governmental
      Authorizations” means any:  (a) permit, license,
      certificate, franchise, concession, approval, consent, ratification, permission,
      clearance, confirmation, endorsement, waiver, certification, designation,
      rating, registration, qualification or authorization issued, granted, given
      or
      otherwise made available by or under the authority of any Governmental Body
      or
      pursuant to any Law; or (b) right under any contract with any Governmental
      Body.

     

    “Governmental
      Body” means any (i) nation, state, county, city, town,
      village, district, or other jurisdiction of any nature; (ii) federal,
      state, local, municipal, foreign, or other government; (iii) governmental
      or quasi-governmental authority of any nature, including any governmental
      agency, branch, department, board, official, or entity and any court or other
      tribunal; (iv) body exercising, or entitled to exercise, any
      administrative, executive, judicial, legislative, police, regulatory, or taxing
      authority or power of any nature; and any Person, directly or indirectly, owned
      by and subject to the control of any of the foregoing.

     

    “Hazardous
      Material” means (i) any chemicals, materials, substances or
      wastes which are now or hereafter become defined as or included in the
      definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,”
“toxic pollutants” or words of similar meaning and regulatory effect, under any
      Environmental Law; (ii) petroleum or petroleum products, radioactive
      materials, asbestos, urea formaldehyde foam insulation, transformers or other
      equipment that contain dielectric fluid containing levels of polychlorinated
      biphenyls (PCBs); and (iii) any other chemical, material, substance or
      waste, which is now or hereafter regulated by any Governmental Body because
      of
      its hazardous or dangerous properties.

     

    “Intellectual
      Property” means collectively, the following intangible assets that
      are owned or used by Sequoia in connection with the business conducted by
      Sequoia:

     

    (i)           all
      fictitious business names, and any trade names, registered and unregistered
      trademarks, servicemarks and logos, together with all translations, adaptations,
      derivations and combinations
      thereof that are used in connection therewith and including all goodwill
      associated therewith and any applications or registrations therefor, and
      renewals in connection therewith;
       

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (ii)           all
      patents and patent applications and patent disclosures, together with all
      reissuances, continuations (in whole or in part), revisions and reexaminations
      thereof;

     

    (iii)           all
      copyrights in both published works and unpublished works that are material
      to
      the business conducted by Sequoia and all applications, renewals and
      registrations thereof;

     

    (iv)           all
      inventions (whether or not patentable), all proprietary rights and business
      information (including, but not limited to, ideas, research and development,
      know-how, formulas, compositions, manufacturing and production processes and
      techniques, technical data, designs, drawings, specifications,
      customer/subscriber lists, supplier lists, pricing and cost information, and
      business and marketing plans and proposals); and

     

    (v)           all
      computer software and databases (including data and related documentation)
      other
      than “off-the-shelf” software.

     

    “Knowledge”
      means, when referring to any person or entity, the actual knowledge of such
      person or entity of a particular matter or fact, and what that person or entity
      would have reasonably known after due inquiry.  An entity will be
      deemed to have “knowledge” of a particular fact or other matter if any
      individual who is serving, or who has served, as an executive officer of such
      entity has actual “knowledge” of such fact or other matter, or had actual
“knowledge” during the time of such service of such fact or other matter, or
      would have had “knowledge” of such particular fact or matter after due
      inquiry.

     

    “Law”
      means any federal, state, local, municipal, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Body.

     

    “Liability”
      means any liability or obligation (whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, whether incurred or consequential and
      whether due or to become due), including any liability for Taxes.

     

    “Lien”
      means any mortgage, pledge, lien, security interest, charge, claim, equitable
      interest, encumbrance, restriction on transfer, conditional sale or other title
      retention device or arrangement (including a capital lease), deposit
      arrangement, collateral assignment, or restriction on the creation of any of
      the
      foregoing, whether relating to any property or right or the income or profits
      therefrom.

     

    “Material
      Adverse Effect” means with respect to any Person, any event or
      events or any change in or effect on such Person’s financial condition,
      business, prospects, operations, customers, suppliers, employee relationships,
      assets, properties, or results of operations that, when taken as a whole,
      (i) has materially interfered or is reasonably likely to materially
      interfere with the ongoing operations of such Person’s business or
      (ii) singly or in the aggregate has resulted in, or is reasonably likely to
      have, a material adverse effect on the ongoing conduct of the business of such
      Person; provided, however, that any adverse effect arising out of or resulting
      from (x) an event or series of events or circumstances affecting the United
      States economy generally or the economy generally of any other country in which
      the Person
      operate, or (y) the entering into of this Agreement and the consummation of
      the
      transactions contemplated thereby, shall be excluded in determining whether
      a
      Material Adverse Effect has occurred.
       

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Merger
      Shares” means the shares of SAH Common Stock, calculated after the
      Reverse Stock Split, to be issued to the Sequoia Members pursuant to the
      Merger.

     

    “Name
      Change” means the amendment to SAH’s Certificate of Incorporation
      regarding the change of SAH’s name to Sequoia Media Group Inc. or, if that name
      is not available, to such other name as may be selected by the Sequoia Board
      of
      Managers.

     

    “New
      Stock Incentive Plan” means the SAH stock incentive plan to be
      submitted to a vote of the SAH stockholders at the SAH Stockholders Meeting
      called in respect of this Agreement and the Merger.

     

    “Ordinary
      Course of Business” means the ordinary course of business
      consistent with past custom and practice (including with respect to quantity
      and
      frequency).

     

    “Permitted
      Liens” means with respect to a Person (a) mechanics’,
      materialmens’, carriers’, workmens’, repairmens’, contractors’ or other similar
      Liens arising or incurred in the ordinary course of business and for amounts
      which are not delinquent and which would not be reasonably expected to have
      a
      Material Adverse Effect, (b) easements, rights-of-way, restrictions and other
      similar charges and encumbrances of record contained in the schedules of the
      title insurance policies for such real property or not interfering materially
      with the ordinary conduct of the business of such Person or detracting
      materially from the use, occupancy, value or marketability of title of the
      assets subject thereto, (c) Liens for Taxes not yet due and payable or for
      Taxes
      that the taxpayer is contesting in good faith and where appropriate reserves
      have been taken, (d) purchase money Liens securing rental payments under capital
      lease arrangements so long as (i) such Lien attaches only to the asset
      purchased or acquired and the proceeds thereof, and (ii) such Lien only
      secures the indebtedness that was incurred to acquire the asset purchased or
      acquired, and (e) other Liens arising in the ordinary course of business and
      not
      incurred in connection with the borrowing of money.

     

    “Person”
      means an individual, a partnership, a corporation, a limited liability company,
      an association, a joint stock company, a trust, a joint venture, an
      unincorporated organization, or a Governmental Body (or any department, agency,
      or political subdivision thereof).

     

    “Reverse
      Stock Split” means a 1 for 3 reverse split of SAH Common Stock on
      such terms and conditions as agreed to by the SAH Board of Directors and the
      Sequoia Board of Managers and approved by the SAH Shareholders.

     

    “SAH
      Balance Sheet” means the unaudited balance sheet of SAH as of June
      30, 2007.

     

    “SAH
      Common Stock” means the shares of common stock of SAH, $.01 par
      value per share.

     

    “SAH
      Continuing Directors” means the directors of
      SAH immediately prior to the Effective Date.

     

    “SAH
      Disclosure Schedule” means additional disclosures and
      qualifications of SAH’s representations and warranties as set forth in
      Article IV hereof.

     

    “SAH
      Distribution” means collectively (i) the formation by SAH of a
      wholly owned subsidiary, (ii) the contribution by SAH of the assets listed
      on
      Schedule A hereto to such subsidiary, (iii)  the distribution  of
      the common stock of such subsidiary to the shareholders of SAH prior to the
      Effective Time in compliance with applicable law,  whether pursuant to an
      effective registration statement or a valid exemption from
      registration, and (iv) all actions of SAH incidental to and taken in
      furtherance of the foregoing.
       

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “SAH
      Financial Statements” means the audited financial statements of
      SAH as of and for the years ended September 30, 2006 and September 30, 2005,
      and
      the unaudited financial statements as of and for the nine-month period ended
      June 30, 2007.

     

    “SAH
      Management Options” means options to purchase SAH Common Stock
      issued to Jerrell G. Clay and Steven Griggs pursuant to the SAH 1997 Long-Term
      Incentive Plan.

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Sequoia
      Balance Sheet” means the unaudited balance sheet of Sequoia as of
      June 30, 2007.

     

    “Sequoia
      Disclosure Schedule” means additional disclosures and
      qualifications of Sequoia’s representations and warranties as set forth in
      Article III hereof.

     

    “Sequoia
      Financial Statements” means the audited financial statements of
      Sequoia as of and for the years ended December 31, 2005 and December 31, 2006
      and the unaudited financial statements as of and for the six-month period ended
      June 30, 2007.

     

    “Sequoia
      Members” means the holders of Sequoia Membership
      Interests.

     

    “Sequoia
      Membership Interest(s)” means the Membership Interests of Sequoia
      (e.g., Series A Preferred Membership Interests, Series B Preferred Membership
      Interests, Common Units) as more fully described in Section 3.3 of the
      Sequoia Disclosure Schedule.

     

    “Sequoia
      Membership Interest Equivalents” means any securities of Sequoia
      which would entitle the holder thereof to acquire at any time any Sequoia
      Membership Interest, including, without limitation, any debt, preferred
      interest, rights, options, warrants or other instrument that is at any time
      convertible into or exercisable or exchangeable for, or otherwise entitles
      the
      holder thereof to receive, Sequoia Membership Interests, and in each case to
      the
      extent set forth on Section 3.3 of the Sequoia Disclosure
      Schedule.

     

    “Subsidiary”
      means with respect to any Person, (i) any corporation at least a majority
      of whose outstanding voting stock is owned, directly or indirectly, by such
      Person or by one or more of its Subsidiaries, or by such Person and one or
      more
      of its Subsidiaries; (ii) any general partnership, joint venture or similar
      entity, at least a majority of whose outstanding partnership or similar
      interests shall at the time be owned by such Person, or by one or more of its
      Subsidiaries, or by such Person and one or more of its Subsidiaries; and
      (iii) any limited partnership of which such Person or any of its
      Subsidiaries is a general partner.  For the purposes of this
      definition, “voting stock” means shares, interests, participations or other
      equivalents in the equity interest (however designated) in such Person having
      ordinary voting power for the election of a majority of the directors (or the
      equivalent) of such Person other than shares, interests, participations or
      other
      equivalents having such power only by reason of the occurrence of a
      contingency.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Super
      Majority Interest” means with respect to a vote of the Sequoia
      Members, the affirmative vote of the holders of not less than 65% of the Sequoia
      Membership Interests

     

    “Superior
      Proposal” means any bona fide, unsolicited written Acquisition
      Proposal on terms that the SAH Board of Directors determine in good faith,
      and
      taking into account all of the terms and conditions of the Acquisition Proposal,
      are more favorable and provide greater value to all SAH’s stockholders than
      provided under this Agreement and which is reasonably likely to be
      consummated.

     

    “Tax”
      or “Taxes” means any federal, state, local, or foreign income,
      gross receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental (including Taxes under
      Section 59A of the Code), customs duties, capital stock, franchise,
      profits, withholding, social security (or similar, including FICA),
      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.

     

    “Tax
      Return” means any return, filing, questionnaire, information
      return, election or other document required or permitted to be filed, including
      requests for extensions of time, filings made with respect to estimated tax
      payments, claims for refund and amended returns that may be filed, for any
      period with any Tax authority (whether domestic or foreign) in connection with
      any Tax (whether or not a payment is required to be made with respect to such
      filing), including any schedule or attachment thereto and any amendment
      thereof.

     

    “Transfer
      Agent” means Compushare Investor Services, the stock transfer
      agent of SAH.

     

    2.2           Additional
      Definitions.  The following terms are defined in the
      corresponding section of this Agreement.

     

    
      	
              Term

            	
              Section

            
	
              “Articles
                of Merger”

            	
              Section 1.2

            
	
              “Breach”

            	
              Section 9.1

            
	
              “Closing”

            	
              Section 1.2

            
	
              “Closing
                Date”

            	
              Section 1.2

            
	
              “Effective
                Time”

            	
              Section 1.2

            
	
              “Evaluation
                Date”

            	
              Section 4.28

            
	
              “Merger
                Consideration”

            	
              Section 1.3(a)

            
	
              “Merger
                Sub”

            	
              Preamble

            
	
              “SAH”

            	
              Preamble

            
	
              “SAH
                Board”

            	
              Recitals

            
	
              “SAH
                Employee Benefit Plan”

            	
              Section 4.23

            
	
              “SAH
                Leased Property”

            	
              Section 4.21

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              “SAH
                SEC Documents”

            	
              Section 4.27

            
	
              “SAH
                Stockholders Meeting”

            	
              Section 5.8

            
	
              “SAH
                Termination Fee”

            	
              Section 5.7

            
	
              “Sequoia”

            	
              Preamble

            
	
              “Sequoia
                Employee Benefit Plan”

            	
              Section 3.23

            
	
              “Sequoia
                Leased Property”

            	
              Section 3.21

            
	
              “Surviving
                LLC”

            	
              Section 1.1

            
	
              “Tax
                Sharing Agreements”

            	
              Section 3.7

            
	
              “Third
                Party”

            	
              Section 5.7

            
	
              “URLLCA”

            	
              Section 1.1

            


    

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SEQUOIA

     

    Sequoia
      hereby represents and warrants as follows, which warranties and representations
      inclusive of the additional disclosures and qualifications contained the Sequoia
      Disclosure Schedule attached hereto and incorporated herein, shall also be
      true
      as of the Closing:  (The
Sequoia
      Disclosure Schedule is arranged in paragraphs corresponding to
      the numbered paragraphs contained in this Article III.)

     

    3.1           Organization.  Sequoia
      is duly organized as a limited liability company and is validly existing and
      in
      good standing under the laws of the State of Utah, and has the power to own,
      lease and operate its property and to carry on its business as now being
      conducted and is duly qualified to do business and in good standing to do
      business in each jurisdiction where so required except where the failure to
      so
      qualify would have no Material Adverse Effect on Sequoia.

     

    3.2           Authorization
      of Transaction.  Sequoia has the power to enter into
      this Agreement and to perform its obligations hereunder subject to the terms
      and
      conditions of this Agreement.  The execution and delivery of this
      Agreement and the consummation of the transactions contemplated hereby have
      been
      duly authorized by the Board of Managers of Sequoia and has received the
      necessary Super Majority Interest approval.  All of the acts and other
      proceedings required for the due and valid authorization, execution, delivery
      and performance of this Agreement, and the consummation of the Merger, have
      been
      validly and appropriately taken.  This Agreement has been duly
      executed and delivered by Sequoia and constitutes a legal, valid and binding
      obligation of Sequoia, enforceable against Sequoia in accordance with its terms,
      except as enforcement may be limited by applicable bankruptcy, insolvency or
      other laws affecting creditor’s rights generally or by legal principles of
      general applicability governing the availability of equitable
      remedies.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      3.3           Capitalization.  A
        true and complete description of all outstanding Sequoia Membership Interests
        is
        set forth on Section 3.3 of the Sequoia Disclosure Schedule attached
        hereto.  All outstanding Sequoia Membership Interests are, and shall
        be at Closing, validly issued, fully paid and nonassessable.  There
        are no voting trusts, proxies or other agreements, commitments or understandings
        of any character to which Sequoia is a party or by which Sequoia is bound
        with
        respect to the voting of any Sequoia Membership Interest.  Except as
        set forth in Section 3.3 of the Sequoia Disclosure Schedule, there
        are no outstanding options, rights or commitments to issue Sequoia Membership
        Interests or obligations to repurchase, redeem or otherwise acquire any Sequoia
        Membership Interest and there are no outstanding securities convertible or
        exercisable into or chargeable for Sequoia Membership Interests.  To
        the Knowledge of Sequoia, there is no voting trust, agreement or arrangement
        among any of the beneficial holders of Sequoia Membership Interests affecting
        the nomination or election of directors or managers or the exercise of the
        voting rights of Sequoia Membership Interests.

       

    

    3.4           Financial
      Statements.  Sequoia has delivered to SAH a true and
      complete copy of the Sequoia Financial Statements.  The Sequoia
      Financial Statements fairly present, in all material respects, the financial
      condition of Sequoia as of the date thereof and the results of its operations
      for the periods then ended.  Other than as set forth herein, including
      the Bridge Financing, or in Section 3.4 of the Sequoia Disclosure
      Schedule, there are no material Liabilities (including, but not limited to,
      Tax Liabilities), obligations or claims (whether such Liabilities or claims
      are
      contingent or absolute, direct or indirect, and matured or unmatured) not
      disclosed or referenced in the Sequoia Financial Statements or in any exhibit
      thereto or notes thereto other than contracts or obligations occurring in the
      Ordinary Course of Business since June 30, 2007; and no such contracts or
      obligations occurring in the ordinary course of business constitute Liens or
      other Liabilities which materially alter the financial condition of Sequoia
      as
      reflected in the Sequoia Financial Statements.  The Sequoia Financial
      Statements have been prepared in accordance with GAAP (except as may be
      indicated therein or in the notes thereto and except for the absence of
      footnotes, in the case of unaudited financial statements).

     

    3.5           No
      Material Adverse Effect.  Since June 30, 2007,
      Sequoia has experienced no Material Adverse Effect.

     

    3.6           No
      Litigation or Proceeding.  Other than as set forth on
Section 3.6 of the Sequoia Disclosure Schedule, Sequoia is not a
      party to, or the subject of, any pending action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, or demand or governmental investigation
      or proceeding, and to the Knowledge of Sequoia there are no lawsuits, claims,
      assessments, investigations, or similar matters, threatened or contemplated
      against or affecting Sequoia or the management or properties of
      Sequoia.  There is no legal action, suit, arbitration or other legal,
      administrative or other governmental proceeding pending or, to the Knowledge
      of
      Sequoia, threatened against or affecting Sequoia or its properties, assets
      or
      business, and after reasonable investigation, Sequoia is not aware of any
      incident, transaction, occurrence or circumstance that might reasonably be
      expected to result in or form the basis for any such action, suit, arbitration
      or other proceeding.  Sequoia is not in default with respect to any
      order, writ, judgment, injunction, decree, determination or award of any court
      or any Governmental Body or arbitration authority.

     

    3.7           Tax
      Returns and Audits.  All required federal, state and
      local Tax Returns of Sequoia have been accurately prepared and duly and timely
      filed, and all federal, state and local Taxes required to be paid with respect
      to the periods covered by such returns have been paid.  Sequoia is not
      and has not been delinquent in the payment of any Tax.  Sequoia has
      not had a Tax deficiency proposed or assessed against it and has not executed
      a
      waiver of any statute of limitations on the assessment or collection of any
      Tax.  None of Sequoia’s federal income tax returns nor any state or
      local income or franchise tax returns has been audited by Governmental
      Bodies.  The reserves for Taxes reflected on the Sequoia Balance
      Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes
      payable by Sequoia

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    as
      of
      December 31, 2006.  Since December 31, 2006, Sequoia has made adequate
      provisions on its books of account for all Taxes with respect to its business,
      properties, and operations for such period.  Sequoia has withheld or
      collected from each payment made to each of its employees the amount of all
      taxes (including, but not limited to, federal, state and local income taxes,
      Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
      required to be withheld or collected therefrom, and has paid the same to the
      proper Tax receiving officers or authorized depositaries.  There are
      no federal, state, local or foreign audits, actions, suits, proceedings,
      investigations, claims or administrative proceedings relating to Taxes or any
      Tax Returns of Sequoia now pending, and Sequoia has not received any notice
      of
      any proposed audits, investigations, claims or administrative proceedings
      relating to Taxes or any Tax Returns.  Sequoia is not obligated to
      make a payment, or is a party to an agreement that under certain circumstances
      could obligate it to make a payment, that would not be deductible under
      Section 280G of the Code.  Sequoia has not agreed nor is required
      to make any adjustments under Section 481(a) of the Code (or any similar
      provision of state, local and foreign law) by reason of a change in accounting
      method or otherwise for any Tax period for which the applicable statute of
      limitations has not yet expired.  Sequoia (i) is not a party to,
      is bound by or has any obligation under, any Tax sharing agreement, Tax
      indemnification agreement or similar contract or arrangement, whether written
      or
      unwritten (collectively, “Tax Sharing Agreements”), or (ii) does not
      have any potential liability or obligation to any person as a result of, or
      pursuant to, any such Tax Sharing Agreements.

     

    3.8           Contracts.

     

    (a)           Except
      as expressly set forth on Section 3.8 of the Sequoia Disclosure
      Schedule, Sequoia is not a party to any written or oral agreement not made
      in the ordinary course of business that is material to
      Sequoia.  Except as expressly set forth on Section 3.8 of the
      Sequoia Disclosure Schedule Sequoia is not a party to or otherwise barred by
      any written or oral (i) agreement with any labor union or other collective
      bargaining unit, (ii) agreement for the purchase of fixed assets or for the
      purchase of materials, supplies or equipment in excess of normal operating
      requirements, (iv) agreement for the employment of any officer, individual
      employee or other Person on a full-time basis or any agreement with any Person
      for consulting services, (v) bonus, pension, profit sharing, retirement, stock
      purchase, stock option, deferred compensation, medical, hospitalization or
      life
      insurance or similar plan, contract or understanding with respect to any or
      all
      of the employees of Sequoia or any other Person, (vi) indenture, loan or credit
      agreement, note agreement, deed of trust, mortgage, security agreement,
      promissory note or other agreement or instrument relating to or evidencing
      Indebtedness for borrowed money or subjecting any asset or property of Sequoia
      to any Lien or evidencing any Indebtedness, (vii) guaranty of any Indebtedness,
      (viii) lease or agreement under which Sequoia is lessee of or holds or operates
      any property, real or personal, owned by any other Person under which payments
      to such Person exceed $50,000 per year or with an unexpired term (including
      any
      period covered by an option to renew exercisable by any other party) of more
      than 60 days, (ix) lease or agreement under which Sequoia is lessor or permits
      any Person to hold or operate any property, real or personal, owned or
      controlled by Sequoia, (x) agreement granting any preemptive right, right
      of first refusal or similar right to any Person, (xi) agreement or arrangement
      with any Affiliate or any “associate” (as such term is defined in Rule 405 under
      the Securities Act) of Sequoia or any present or former officer, director or
      stockholder of Sequoia, (xii) agreement obligating Sequoia to pay any royalty
      or
      similar charge for the use or exploitation of any tangible or intangible
      property, (xiii) covenant not to compete or other restriction on its ability
      to
      conduct a business or engage in any other activity, (xiv) material distributor,
      dealer, manufacturer’s representative, sales agency, franchise or advertising
      contract or commitment, (xv) agreement to register securities under the
      Securities Act, or (xvi) agreement or other commitment or arrangement with
      any
      Person continuing for a period of more than three months from the Closing Date
      which involves an expenditure or receipt by Sequoia in excess of
      $50,000.  Except as expressly set forth on Section 3.8 of the
      Sequoia Disclosure Schedule, none of the agreements, contracts, leases,
      instruments or other documents or arrangements described on Section 3.8
      of the Sequoia Disclosure Schedule requires the consent of any of the
      parties thereto
      other than Sequoia to permit the contract, agreement, lease, instrument or
      other
      document or arrangement to remain effective following consummation of the Merger
      and the transactions contemplated hereby.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (b)           Sequoia
      has in all material respects performed all obligations required to be performed
      by it to date and is not in default in any respect under any of the contracts,
      agreements, leases, documents, commitments or other arrangements to which it
      is
      a party or by which it or any of its property is otherwise bound or
      affected.  To the Knowledge of Sequoia, all parties having material
      contractual arrangements with Sequoia are in substantial compliance therewith
      and none are in material default thereunder.  Sequoia does not have
      outstanding any power of attorney.

     

    3.9           Intellectual
      Property.  Sequoia owns or has the right to use pursuant
      to license, sublicense, agreement, or permission all Intellectual Property
      necessary or desirable for the operation of the business of Sequoia as presently
      conducted.  Each item of Intellectual Property owned or used by
      Sequoia immediately prior to the Closing will be owned or available for use
      by
      Sequoia on identical terms and conditions immediately subsequent to the
      Closing.  Sequoia has taken all necessary action to maintain and
      protect each item of Intellectual Property that it owns or
      uses.  Sequoia has not interfered with, infringed upon,
      misappropriated, or otherwise come into conflict with any Intellectual Property
      rights of third parties.  Section 3.9 of the Sequoia
      Disclosure Schedule identifies each patent with respect to any of its
      Intellectual Property, identifies each pending trademark, service mark, trade
      name, copyrighted license and right application for registration which Sequoia
      has made with respect to any of its Intellectual Property, and identifies each
      license, agreement, or other permission which Sequoia has granted to any third
      party with respect to any of its Intellectual Property (together with any
      exceptions).  With respect to each item of Intellectual Property
      required to be identified in Section 3.9 of the Sequoia Disclosure
      Schedule and except as disclosed in Section 3.9 of the Sequoia
      Disclosure Schedule:

     

    (a)           Sequoia
      possesses all right, title, and interest in and to the item, free and clear
      of
      any lien, charge, encumbrance, license or other restriction;

     

    (b)           the
      item is not subject to any outstanding injunction, judgment, order, decree,
      ruling, or charge;

     

    (c)           no
      action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or
      demand is pending or is threatened which challenges the legality, validity,
      enforceability, use, or ownership of the item; and

     

    (d)           Section 3.9
      of the Sequoia Disclosure Schedule identifies each material item of
      Intellectual Property that any third party owns and that Sequoia uses pursuant
      to license, sublicense, agreement, or permission and all amounts payable by
      Sequoia in respect of such Intellectual Property by way of royalties, fee or
      otherwise with respect to Sequoia’s use thereof or in connection with the
      conduct of its business or otherwise.  With respect to each material
      item of Intellectual Property required to be identified in Section 3.9
      of the Sequoia Disclosure Schedule:

     

    (i)           the
      license, sublicense, agreement, or permission covering the item is legal, valid,
      binding, enforceable, and in full force and effect;

     

    (ii)           the
      license, sublicense, agreement, or permission will continue to be legal, valid,
      binding, enforceable, and in full force and effect on identical terms following
      the consummation of the transactions contemplated hereby;

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (iii)           no
      party to the license, sublicense, agreement, or permission is in breach or
      default, and no event has occurred which with notice or lapse of time would
      constitute a breach or default or permit termination, modification, or
      acceleration thereunder;

     

    (iv)           no
      party to the license, sublicense, agreement, or permission has repudiated any
      provision thereof;

     

    (v)           with
      respect to each sublicense, the representations and warranties set forth in
      subsections (i) through (iv) above are true and correct with respect
      to the underlying license;

     

    (vi)           the
      underlying item of Intellectual Property is not subject to any outstanding
      injunction, judgment, order, decree, ruling, or charge; and

     

    (vii)           no
      action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or
      demand is pending or is threatened which challenges the legality, validity,
      or
      enforceability of the underlying item of Intellectual Property.

     

    3.10           Questionable
      Payments.  Neither Sequoia, nor any employee, agent or
      representative of Sequoia has, directly or indirectly, made any bribes,
      kickbacks, illegal payments or illegal political contributions using Sequoia
      funds or made any payments from Sequoia’s funds to governmental officials for
      improper purposes or made any illegal payments from Sequoia’s funds to obtain or
      retain business.

     

    3.11           Title
      to Assets.  Sequoia is the owner of, or has a valid
      leasehold interest in, the properties and assets shown on the Sequoia Financial
      Statements or acquired after the date thereof, free and clear of all Liens
      other
      than Permitted Liens, except for properties and assets disposed of in the
      Ordinary Course of Business since the date of the Sequoia Financial
      Statements.

     

    3.12           NoSubsidiaries.  Sequoia
      has no Subsidiary.

     

    3.13           Books
      andRecords.  True and complete
      copies of the financial records, minute books, and other documents and records
      of Sequoia have been made available to SAH prior to the date
      hereof.

     

    3.14           Consents
      and Non-Contravention.  The business, products
      and operations of Sequoia have been and are being conducted in compliance with
      all applicable laws, rules and regulations, except for such violations thereof
      for which the penalties, individually or in the aggregate, would not have a
      Material Adverse Effect.  The execution and delivery by Sequoia of
      this Agreement and the consummation by Sequoia of the Merger do not and will
      not
      (i) require the consent, approval or action of, or any filing or notice to,
      any corporation, firm, person or other entity or any public, governmental or
      judicial authority (except for such consents, approvals, actions, filing or
      notices the failure of which to make or obtain will not individually or in
      the
      aggregate have a Material Adverse Effect); (ii) violate any order, writ,
      injunction, decree, judgment, ruling, law, rule or regulation of any
      Governmental Body applicable to Sequoia, or its business or assets;
      (iii) violate or be in conflict with any agreement, indenture, mortgage,
      license or other instrument or document to which Sequoia is a party or to which
      it is otherwise subject except as would not have a Material Adverse Effect;
      and
      (iv) violate or conflict with any provision of the Articles of
      Organization, Operating Agreement or other organizational documents of
      Sequoia.  Sequoia is not subject to, or a party to or bound by, any
      mortgage, lien, lease, agreement, contract, instrument, order, judgment or
      decree or any other material restriction of any kind or character which would
      prevent, hinder, restrict or impair the continued operation of the business
      or
      assets of Sequoia after the Closing.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    3.15           Compliance
      with Securities Laws.  Sequoia has complied with all of
      the provisions relating to the issuance of securities, and for the registration
      thereof, under the Securities Act, other applicable securities laws, and all
      applicable blue sky laws in connection with any and all of its Membership
      Interest issuances.  There are no outstanding, pending or threatened
      stop orders or other actions or investigations relating thereto involving
      federal and state securities laws.  All issued and outstanding Sequoia
      Membership Interests were offered and sold in compliance with federal and state
      securities laws and were not offered, sold or issued in violation of any
      preemptive right, right of first refusal or right of first offer and are not
      subject to any right of rescission.  All information regarding Sequoia
      which has been provided to SAH by Sequoia or set forth in any document or other
      communication, disseminated to any former, existing or potential shareholders
      of
      Sequoia or to the public or filed with the NASD, the SEC or any state securities
      regulators or authorities is true, complete, accurate in all material respects,
      not misleading, and was and is in full compliance with all securities laws
      and
      regulations.

     

    3.16           Environmental
      Matters.

     

    (a)           To
      the Knowledge of Sequoia, Sequoia has never generated, used, handled, treated,
      released, stored or disposed of any Hazardous Materials on any real property
      on
      which it now has or previously had any leasehold or ownership interest, except
      in compliance with all applicable Environmental Laws.

     

    (b)           To
      the Knowledge of Sequoia, the historical and present operations of the business
      of Sequoia are in compliance with all applicable Environmental Laws, except
      where any non-compliance has not had and would not reasonably be expected to
      have a Material Adverse Effect on Sequoia.

     

    (c)           There
      are no material pending or, to the Knowledge of Sequoia, threatened, demands,
      claims, information requests or notices of noncompliance or violation against
      or
      to Sequoia relating to any Environmental Law; and, to the Knowledge of Sequoia,
      there are no conditions or occurrences on any of the real property used by
      Sequoia in connection with its business that would reasonably be expected to
      lead to any such demands, claims or notices against or to Sequoia, except such
      as have not had, and would not reasonably be expected to have, a Material
      Adverse Effect on Sequoia.

     

    (d)           To
      the Knowledge of Sequoia, (i) Sequoia has not sent or disposed of,
      otherwise had taken or transported, arranged for the taking or disposal of
      (on
      behalf of itself, a customer or any other party) or in any other manner
      participated or been involved in the taking of or disposal or release of a
      Hazardous Material to or at a site that is contaminated by any Hazardous
      Material or that, pursuant to any Environmental Law, (A) has been placed on
      the
“National Priorities List”, the “CERCLIS” list, or any similar state or federal
      list, or (B) is subject to or the source of a claim, an administrative order
      or
      other request to take “removal”, “remedial”, “corrective” or any other
“response” action, as defined in any Environmental Law, or to pay for the costs
      of any such action at the site; (ii) Sequoia is not involved in (and has no
      basis to reasonably expect to be involved in) any suit or proceeding and has
      not
      received (and has no basis to reasonably expect to receive) any notice, request
      for information or other communication from any Governmental Body or other
      third
      party with respect to a release or threatened release of any Hazardous Material
      or a violation or alleged violation of any Environmental Law, and has not
      received (and has no basis to reasonably expect to receive) notice of any claims
      from any Person relating to property damage, natural resource damage or to
      personal injuries from exposure to any Hazardous Material; and
      (iii) Sequoia has timely filed every report required to be filed, acquired
      all necessary certificates, approvals and permits, and generated and maintained
      all required data, documentation and records under all Environmental Laws,
      in
      all such instances except where the failure to do so would not reasonably be
      expected to have, individually or in the aggregate, a Material Adverse Effect
      on
      Sequoia.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

                   
      3.17           Permits
      and Licenses.  Sequoia possesses all Governmental
      Authorizations of all Governmental Bodies required for the conduct of its
      business as presently conducted, all of which are in full force and
      effect.

     

    3.18           Broker's
      Fees.  Neither Sequoia, nor anyone on its behalf, has
      any liability to any broker, finder, investment banker or agent, or has agreed
      to pay any brokerage fees, finder’s fees or commissions, or to reimburse any
      expenses of any broker, finder, investment banker or agent in connection with
      this Agreement or the transactions contemplated hereby.

     

    3.19           Absence
      of Undisclosed Liabilities.  Sequoia has no material
      obligation or Liability (whether accrued, absolute, contingent, liquidated
      or
      otherwise, whether due or to become due), arising out of any transaction entered
      into at or prior to the Closing, except (a) to the extent set forth on or
      reserved against in the Sequoia Balance Sheet or the notes to the Sequoia
      Financial Statements, or (b) current liabilities incurred and obligations under
      agreements entered into in the usual and ordinary course of business since
      June
      30, 2007, none of which (individually or in the aggregate) has had or will
      have
      a Material Adverse Effect.

     

    3.20           Changes.  Except
      in the Ordinary Course of Business or as set forth on Section 3.20 of
      the Sequoia Disclosure Schedule, since June 30, 2007, Sequoia has not (a)
      incurred any debts, obligations or Liabilities, absolute, accrued, contingent
      or
      otherwise, whether due or to become due, except for fees, expenses and
      liabilities incurred in connection with the Merger and related transactions
      and
      current liabilities incurred in the usual and ordinary course of business,
      (b)
      discharged or satisfied any Liens other than those securing, or paid any
      obligation or liability other than, current liabilities shown on the Sequoia
      Balance Sheet and current liabilities incurred since December 31, 2006, in
      each
      case in the usual and ordinary course of business, (c) mortgaged, pledged or
      subjected to Lien any of its assets, tangible or intangible other than in the
      usual and ordinary course of business, (d) sold, transferred or leased any
      of
      its assets, except in the usual and ordinary course of business, (e) cancelled
      or compromised any debt or claim, or waived or released any right, of material
      value, (f) suffered any physical damage, destruction or loss (whether or not
      covered by insurance) that would have a Material Adverse Effect, (g) entered
      into any transaction other than in the usual and ordinary course of business,
      (h) encountered any labor union difficulties, (i) made or granted any wage
      or salary increase or made any increase in the amounts payable under any profit
      sharing, bonus, deferred compensation, severance pay, insurance, pension,
      retirement or other employee benefit plan, agreement or arrangement, other
      than
      in the ordinary course of business consistent with past practice, or entered
      into any employment agreement, (j) issued or sold any shares of capital stock,
      bonds, notes, debentures or other securities or granted any options (including
      employee stock options), warrants or other rights with respect thereto, (k)
      declared or paid any dividends on or made any other distributions with respect
      to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered
      or experienced any Material Adverse Effect other than changes, events or
      conditions in the usual and ordinary course of its business, none of which
      (either by itself or in conjunction with all such other changes, events and
      conditions) has been materially adverse, (m) made any change in the accounting
      principles, methods or practices followed by it or depreciation or amortization
      policies or rates theretofore adopted, (n) made or permitted any amendment
      or
      termination of any material contract, agreement or license to which it is a
      party, (o) suffered any material loss not reflected in the Sequoia Balance
      Sheet
      or its statement of income for the year ended on December 31, 2006, (p) paid,
      or
      made any accrual or arrangement for payment of, bonuses or special compensation
      of any kind or any severance or termination pay to any present or former
      officer, director, employee, stockholder or consultant, (q) made or agreed
      to
      make any charitable contributions or incurred any non-business expenses in
      excess of $50,000 in the aggregate, or (r) entered into any agreement, or
      otherwise obligated itself, to do any of the foregoing.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    3.21           Real
      Property. Section 3.21
      of the Sequoia Disclosure Schedule contains a true and complete list of all
      real property leased by Sequoia (such real property, the “Sequoia Leased
      Property”), including a brief description of each item thereof and of the
      nature of Sequoia’s interest therein.  All the Sequoia Leased Property
      is leased by Sequoia under valid and enforceable leases having the rental terms,
      termination dates and renewal and purchase options described on
Section 3.21 of the Sequoia Disclosure Schedule; such leases are
      enforceable in accordance with their terms, and there is not, under any such
      lease, any existing default or event of default or event which with notice
      or
      lapse of time, or both, would constitute a default by Sequoia or any other
      party
      thereto, and Sequoia has not received any notice or claim of any such
      default.  The Sequoia Leased Property constitutes all of the real
      property currently used or necessary for the current operations of
      Sequoia.  The Sequoia Leased Property is free and clear of any Liens,
      title defects, contractual restrictions, covenants or reservations of interests
      in title except for Permitted Liens.  Sequoia owns no real
      property.

     

    3.22           Employees.  Sequoia
      has complied in all material respects with all laws relating to the employment
      of labor.  Sequoia has not entered into or agreed to enter into any
      collective bargaining agreements that are now in effect with respect to its
      employees.  During the two (2) years prior to the date hereof, there
      has not been any labor strike, labor dispute, or work stoppage or lockout
      pending or, to Sequoia’s Knowledge, threatened against or affecting Sequoia, and
      there has not been any unfair labor practice charge or complaint pending against
      Sequoia, Other than pursuant to ordinary arrangements of employment
      compensation, Sequoia is not under any obligation or liability to any officer,
      director or employee of Sequoia and in connection with or as a result of the
      transactions contemplated by this Agreement, there are no severance, change
      of
      control, termination or other payments due to employees, consultants or other
      persons who are employed by, or who render services to Sequoia.

     

    3.23           Employee
      Benefit Plans; ERISA.  a)  Except as disclosed
      in Section 3.23 of the Sequoia Disclosure Schedule, there are no
“employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor
      any other employee benefit or fringe benefit arrangements, practices, contracts,
      policies or programs of every type other than programs merely involving the
      regular payment of wages, commissions, or bonuses established, maintained or
      contributed to by Sequoia, whether written or unwritten and whether or not
      funded.  The plans listed in Section 3.23 of the Sequoia
      Disclosure Schedule are hereinafter referred to as the “Sequoia Employee
      Benefit Plans.”

     

    (b)           All
      current and prior material documents, including all amendments thereto, with
      respect to each Sequoia Employee Benefit Plan have been made available to
      SAH.

     

    (c)           To
      the Knowledge of Sequoia, all Sequoia Employee Benefit Plans are in material
      compliance with the applicable requirements of ERISA, the Code and any other
      applicable state, federal or foreign law.

     

    (d)           There
      are no pending claims or lawsuits which have been asserted or instituted against
      any Sequoia Employee Benefit Plan, the assets of any of the trusts or funds
      under the Sequoia Employee Benefit Plans, the plan sponsor or the plan
      administrator of any of the Sequoia Employee Benefit Plans or against any
      fiduciary of an Sequoia Employee Benefit Plan with respect to the operation
      of
      such plan, nor does Sequoia have any Knowledge of any incident, transaction,
      occurrence or circumstance which might reasonably be expected to form the basis
      of any such claim or lawsuit.

     

    (e)           There
      is no pending or, to the Knowledge of Sequoia, contemplated investigation,
      or
      pending or possible enforcement action by the Pension Benefit Guaranty
      Corporation, the Department of Labor, the Internal Revenue Service or any other
      government agency with respect to any Sequoia Employee Benefit Plan and Sequoia
      has no Knowledge of any incident, transaction, occurrence
      or circumstance which might reasonably be expected to trigger such an
      investigation or enforcement action.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (f)           No
      actual or, to the Knowledge of Sequoia, contingent liability exists with respect
      to the funding of any Sequoia Employee Benefit Plan or for any other expense
      or
      obligation of any Sequoia Employee Benefit Plan, except as disclosed on the
      financial statements of Sequoia, and no contingent liability exists under ERISA
      with respect to any “multi-employer plan,” as defined in Section 3(37) or
      Section 4001(a)(3) of ERISA.

     

    (g)           No
      events have occurred or are expected to occur with respect to any Sequoia
      Employee Benefit Plan that would cause a material change in the costs of
      providing benefits under such Sequoia Employee Benefit Plan or would cause
      a
      material change in the cost of providing for other liabilities of such Sequoia
      Employee Benefit Plan.

     

    3.24           Condition
      of Properties.  All material facilities, machinery,
      equipment, fixtures and other properties owned, leased or used by Sequoia are
      in
      reasonably good operating condition and repair, subject to ordinary wear and
      tear, and are adequate and sufficient for Sequoia’s business.

     

    3.25           Insurance
      Coverage.  Section 3.25 of the Sequoia
      Disclosure Schedule sets forth the following information with respect to
      each material insurance policy (including policies providing property, casualty,
      liability, and workers’ compensation coverage and bond and surety arrangements)
      with respect to which the Sequoia is a party, a named insured, or otherwise
      the
      beneficiary of coverage.  With respect to each such insurance policy:
      (i) the policy is legal, valid, binding, enforceable, and in full force and
      effect in all material respects; (ii) neither Sequoia or, to the Knowledge
      of
      Sequoia, any other party to the policy is in material breach or default
      (including with respect to the payment of premiums or the giving of notices),
      and no event has occurred that, with notice or the lapse of time, would
      constitute such a material breach or default, or permit termination,
      modification, or acceleration, under the policy; and (iii) no party to the
      policy has repudiated any material provision thereof.

     

    3.26           Interested
      Party Transactions.  Except as set forth in
Section 3.26 of the Sequoia Disclosure Schedule, no officer, manager
      or member of Sequoia or any Affiliate or “associate” (as such term is defined in
      Rule 405 under the Securities Act) of any such Person or Sequoia has or has
      had,
      either directly or indirectly, (a) an interest in any Person that
      (i) furnishes or sells services or products that are furnished or sold or
      are proposed to be furnished or sold by Sequoia or (ii) purchases from or
      sells or furnishes to Sequoia any goods or services, or (b) a beneficial
      interest in any contract or agreement to which Sequoia is a party or by which
      it
      may be bound or affected, that would require disclosure pursuant to Item 404
      of
      Regulation S-K as promulgated under the Securities Act.

     

    3.27           Utah
      Control Shares Acquisition Act.  Neither Sequoia nor the
      Merger is subject to the provisions of the Utah Control Shares Acquisition
      Act.

     

    3.28           No
      Dissenter Rights.  No dissenter, appraisal or similar
      rights are available to the Sequoia Members under the URLLCA in respect of
      the
      Merger and the transactions contemplated by this Agreement.

     

    3.29           Investment.  Each
      officer, director and manager of Sequoia who is a Sequoia Member, and to the
      Knowledge of Sequoia, each other Sequoia Member (a) is acquiring the Merger
      Shares solely for his/her/its own account for investment purposes, and not
      with
      a view to the distribution thereof, (b) is a sophisticated investor with
      knowledge and experience in business and financial matters, (c) has received
      certain information concerning SAH and has had the opportunity to obtain
      additional information as desired in order to evaluate the merits and the risks
      inherent in holding the Merger Shares, and (d) is able

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    to
      bear
      the economic risk of acquiring the Merger Shares pursuant to the terms of this
      Agreement, including a complete loss of his/her/its investment in the Merger
      Shares.  The Merger Shares shall bear a restrictive legend indicating
      such Merger Shares have not been registered under the Securities Act and
      constitute “restricted securities” as that term is defined in Rule 144
      promulgated under the Securities Act.

     

    3.30           No
      Security Regulatory
      Investigation.  Neither
      Sequoia nor its present officers or directors is, or has been within the prior
      five years, the subject of any formal or informal inquiry or investigation
      by
      the SEC or the NASD.

     

    3.31           Representations
      and Warranties.  No representation or warranty by
      Sequoia contained in this Agreement and no statement contained in any
      certificate, schedule or other communication furnished pursuant to or in
      connection with the provisions hereof contains or shall contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading.  Except for the representations and
      warranties of Sellers expressly set forth in Article 3 of this Agreement,
      Sequoia makes no other representations and warranties (whether express or
      implied) with respect to the subject matter of this Agreement or the Merger,
      or
      the transactions contemplated hereby or thereby, and hereby disclaim any such
      other representations and warranties.  There is no current or prior
      event or condition of any kind or character pertaining to Sequoia that may
      reasonably be expected to have a Material Adverse Effect on
      Sequoia.  Except as specifically indicated elsewhere in this
      Agreement, all documents delivered by Sequoia in connection herewith have been
      and will be complete originals, or exact copies thereof.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SAH

     

    SAH
      hereby represents and warrants as follows, which warranties and representations
      inclusive of the additional disclosures and qualifications of the SAH Disclosure
      Schedule attached hereto and incorporated herein, shall also be true as of
      the
      Closing.  (The SAH Disclosure Schedule is arranged in
      paragraphs corresponding to the numbered paragraphs contained in this
      Article IV.)

     

    4.1           Organization.  SAH
      is duly organized as a corporation and is validly existing and in good standing
      under the laws of the State of Delaware, and has the power to own, lease and
      operate its property and to carry on its business as now being conducted and
      is
      duly qualified to do business and in good standing to do business in each
      jurisdiction where so required except where the failure to so qualify would
      have
      no Material Adverse Effect on SAH

     

    4.2           Authorization
      of Transaction.  SAH has the corporate power to enter
      into this Agreement and to perform its obligations hereunder subject to the
      terms and conditions of this Agreement.  The execution and delivery of
      this Agreement and the consummation of the Merger have been duly authorized
      by
      the Board of Directors of SAH.  This Agreement will be submitted to
      the stockholders of SAH for their consideration and vote.  This
      Agreement has been duly executed and delivered by SAH and, upon the receipt
      of
      requisite stockholder approval, will constitute a legal, valid and binding
      obligation of SAH, enforceable against SAH in accordance with its terms except
      as enforcement may be limited by applicable bankruptcy, insolvency or other
      laws
      affecting creditor’s rights generally or by legal principles of general
      applicability governing the availability of equitable remedies.

     

    4.3           Capitalization.  As
      of the date of this Agreement, SAH’s authorized capital stock consists of
      100,000,000 shares of SAH Common Stock, of which 19,441,524 shares of SAH Common
      Stock are issued and outstanding. SAH shall, prior to the Closing Date, effect
      the Reverse Stock Split. Following the Reverse Stock Split, but before the
      Effective Time, there will be approximately 6,480,441 shares of SAH
      Common Stock issued and outstanding.  All shares of capital stock of
      SAH are, and shall be at Closing, validly issued, fully paid and
      nonassessable.  Except as described in Section 4.3 of the SAH
      Disclosure Schedule, there are no existing options, convertible or
      exchangeable securities, calls, claims, warrants, preemptive rights,
      registration rights or commitments of any character relating to the issued
      or
      unissued capital stock or other securities of SAH.  There are no
      voting trusts, proxies or other agreements, commitments or understandings of
      any
      character to which SAH is a party or by which SAH is bound with respect to
      the
      voting of any capital stock of SAH.  There are no outstanding stock
      appreciation rights, phantom stock or similar rights with respect to any capital
      stock of SAH.  There are no outstanding obligations to repurchase,
      redeem or otherwise acquire any shares of capital stock of
      SAH.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4.4           Financial
      Statements.  SAH has delivered to SAH a true and
      complete copy of the SAH Financial Statements.  The SAH Financial
      Statements fairly present, in all material respects, the financial condition
      of
      SAH as of the date thereof and the results of its operations for the periods
      then ended.  Other than as set forth herein or in Section 4.4
      of the SAH Disclosure Schedule, there are no material Liabilities
      (including, but not limited to, Tax Liabilities), obligations or claims (whether
      such Liabilities or claims are contingent or absolute, direct or indirect,
      and
      matured or unmatured) not disclosed or referenced in the SAH Financial
      Statements or in any exhibit thereto or notes thereto other than contracts
      or
      obligations occurring in the Ordinary Course of Business since June 30, 2007;
      and no such contracts or obligations occurring in the ordinary course of
      business constitute Liens or other Liabilities which materially alter the
      financial condition of SAH as reflected in the SAH Financial
      Statements.  The SAH Financial Statements have been prepared in
      accordance with GAAP (except as may be indicated therein or in the notes thereto
      and except for the absence of footnotes, in the case of unaudited financial
      statements).

     

    4.5           No
      Material Adverse Effect.  Since June 30, 2007,
      SAH has experienced no Material Adverse Effect.

     

    4.6           No
      Litigation or Proceeding.  SAH is not a party to, or the
      subject of, any pending action, suit, proceeding, hearing, investigation,
      charge, complaint, claim, or demand or governmental investigation or proceeding,
      and to the Knowledge of SAH there are no lawsuits, claims, assessments,
      investigations, or similar matters, threatened or contemplated against or
      affecting SAH or the management or properties of SAH.  There is no
      legal action, suit, arbitration or other legal, administrative or other
      governmental proceeding pending or, to the Knowledge of SAH, threatened against
      or affecting SAH or its properties, assets or business, and after reasonable
      investigation, SAH is not aware of any incident, transaction, occurrence or
      circumstance that might reasonably be expected to result in or form the basis
      for any such action, suit, arbitration or other proceeding.  SAH is
      not in default with respect to any order, writ, judgment, injunction, decree,
      determination or award of any court or any Governmental Body or arbitration
      authority.

     

    4.7           Tax
      Returns and Audits.  All required federal, state and
      local Tax Returns of SAH have been accurately prepared and duly and timely
      filed, and all federal, state and local Taxes required to be paid with respect
      to the periods covered by such returns have been paid.  SAH is not and
      has not been delinquent in the payment of any Tax.  SAH has not had a
      Tax deficiency proposed or assessed against it and has not executed a waiver
      of
      any statute of limitations on the assessment or collection of any
      Tax.  None of SAH’s federal income tax returns nor any state or local
      income or franchise tax returns has been audited by Governmental
      Bodies.  The reserves for Taxes reflected on the SAH Balance Sheet, if
      any, are and will be sufficient for the payment of all unpaid Taxes payable
      by
      SAH as of June 30, 2007.  Since June 30, 2007, SAH has made adequate
      provisions on its books of account for all Taxes with respect to its business,
      properties, and operations for such period.  SAH has withheld or
      collected from each payment made to each of its employees the amount of all
      taxes (including, but not limited to, federal, state and local income taxes,
      Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
      required to be withheld or collected therefrom, and has paid the same to the
      proper Tax receiving officers

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    or
      authorized depositaries.  There are no federal, state, local or
      foreign audits, actions, suits, proceedings, investigations, claims or
      administrative proceedings relating to Taxes or any Tax Returns of SAH now
      pending, and SAH has not received any notice of any proposed audits,
      investigations, claims or administrative proceedings relating to Taxes or any
      Tax Returns.  SAH is not obligated to make a payment, or is a party to
      an agreement that under certain circumstances could obligate it to make a
      payment, that would not be deductible under Section 280G of the
      Code.  SAH has not agreed nor is required to make any adjustments
      under Section 481(a) of the Code (or any similar provision of state, local
      and foreign law) by reason of a change in accounting method or otherwise for
      any
      Tax period for which the applicable statute of limitations has not yet
      expired.  SAH (i) is not a party to, is bound by or has any
      obligation under, any Tax Sharing Agreement, or (ii) does not have any
      potential liability or obligation to any person as a result of, or pursuant
      to,
      any such Tax Sharing Agreements.

     

    4.8           Contracts.

     

    (a)           Except
      as expressly set forth on Section 4.8 of the SAH Disclosure
      Schedule, SAH is not a party to any written or oral agreement not made in
      the ordinary course of business that is material to SAH.  SAH is not a
      party to or otherwise barred by any written or oral (a) agreement with any
      labor
      union or other collective bargaining unit, (b) agreement for the purchase of
      fixed assets or for the purchase of materials, supplies or equipment in excess
      of normal operating requirements, (c) agreement for the employment of any
      officer, individual employee or other Person on a full-time basis or any
      agreement with any Person for consulting services, (d) bonus, pension, profit
      sharing, retirement, stock purchase, stock option, deferred compensation,
      medical, hospitalization or life insurance or similar plan, contract or
      understanding with respect to any or all of the employees of SAH or any other
      Person, (e) indenture, loan or credit agreement, note agreement, deed of trust,
      mortgage, security agreement, promissory note or other agreement or instrument
      relating to or evidencing Indebtedness for borrowed money or subjecting any
      asset or property of SAH to any Lien or evidencing any Indebtedness, (f)
      guaranty of any Indebtedness, (g) lease or agreement under which SAH is lessee
      of or holds or operates any property, real or personal, owned by any other
      Person under which payments to such Person exceed $50,000 per year or with
      an
      unexpired term (including any period covered by an option to renew exercisable
      by any other party) of more than 60 days, (h) lease or agreement under which
      SAH
      is lessor or permits any Person to hold or operate any property, real or
      personal, owned or controlled by SAH, (i) agreement granting any preemptive
      right, right of first refusal or similar right to any Person, (j) agreement
      or
      arrangement with any Affiliate or any “associate” (as such term is defined in
      Rule 405 under the Securities Act) of SAH or any present or former officer,
      director or stockholder of SAH, (k) agreement obligating SAH to pay any royalty
      or similar charge for the use or exploitation of any tangible or intangible
      property, (1) covenant not to compete or other restriction on its ability to
      conduct a business or engage in any other activity, (m) material distributor,
      dealer, manufacturer’s representative, sales agency, franchise or advertising
      contract or commitment, (n) agreement to register securities under the
      Securities Act, or (o) agreement or other commitment or arrangement with any
      Person continuing for a period of more than three months from the Closing Date
      which involves an expenditure or receipt by SAH in excess of
      $50,000.  None of the agreements, contracts, leases, instruments or
      other documents or arrangements described on Section 4.8 of the SAH
      Disclosure Schedule requires the consent of any of the parties thereto other
      than SAH to permit the contract, agreement, lease, instrument or other document
      or arrangement to remain effective following consummation of the Merger and
      the
      transactions contemplated hereby.

     

    (b)           SAH
      has in all material respects performed all obligations required to be performed
      by it to date and is not in default in any respect under any of the contracts,
      agreements, leases, documents, commitments or other arrangements to which it
      is
      a party or by which it or any of its property is otherwise bound or
      affected.  To the Knowledge of SAH, all parties having material
      contractual arrangements with SAH are in substantial compliance therewith and
      none are in material default thereunder.  SAH does not have
      outstanding any power of attorney.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4.9           Intellectual
      Property.  SAH owns or has the right to use pursuant to
      license, sublicense, agreement, or permission all Intellectual Property
      necessary or desirable for the operation of the business of SAH as presently
      conducted.  Each item of Intellectual Property owned or used by SAH
      immediately prior to the Closing will be owned or available for use by SAH
      on
      identical terms and conditions immediately subsequent to the
      Closing.  SAH has taken all necessary action to maintain and protect
      each item of Intellectual Property that it owns or uses.  SAH has not
      interfered with, infringed upon, misappropriated, or otherwise come into
      conflict with any Intellectual Property rights of third
      parties.  Section 4.9 of the SAH Disclosure Schedule
      identifies each patent with respect to any of its Intellectual Property,
      identifies each pending trademark, service mark, trade name, copyrighted license
      and right application for registration which SAH has made with respect to any
      of
      its Intellectual Property, and identifies each license, agreement, or other
      permission which SAH has granted to any third party with respect to any of
      its
      Intellectual Property (together with any exceptions).  With respect to
      each item of Intellectual Property required to be identified in
Section 4.9 of the SAH Disclosure Schedule:

     

    (a)           SAH
      possesses all right, title, and interest in and to the item, free and clear
      of
      any lien, charge, encumbrance, license or other restriction;

     

    (b)           the
      item is not subject to any outstanding injunction, judgment, order, decree,
      ruling, or charge;

     

    (c)           no
      action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or
      demand is pending or is threatened which challenges the legality, validity,
      enforceability, use, or ownership of the item; and

     

    (d)           Section 4.9
      of the SAH Disclosure Schedule identifies each item of Intellectual Property
      that any third party owns and that SAH uses pursuant to license, sublicense,
      agreement, or permission and all amounts payable by SAH in respect of such
      Intellectual Property by way of royalties, fee or otherwise with respect to
      SAH’s use thereof or in connection with the conduct of its business or
      otherwise.  With respect to each item of Intellectual Property
      required to be identified in Section 4.9 of the SAH Disclosure
      Schedule:

     

    (i)           the
      license, sublicense, agreement, or permission covering the item is legal, valid,
      binding, enforceable, and in full force and effect;

     

    (ii)           the
      license, sublicense, agreement, or permission will continue to be legal, valid,
      binding, enforceable, and in full force and effect on identical terms following
      the consummation of the transactions contemplated hereby;

     

    (iii)           no
      party to the license, sublicense, agreement, or permission is in breach or
      default, and no event has occurred which with notice or lapse of time would
      constitute a breach or default or permit termination, modification, or
      acceleration thereunder;

     

    (iv)           no
      party to the license, sublicense, agreement, or permission has repudiated any
      provision thereof;

     

    (v)           with
      respect to each sublicense, the representations and warranties set forth in
      subsections (i) through (iv) above are true and correct with respect
      to the underlying license;

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (vi)           the
      underlying item of Intellectual Property is not subject to any outstanding
      injunction, judgment, order, decree, ruling, or charge; and

     

    (vii)           no
      action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or
      demand is pending or is threatened which challenges the legality, validity,
      or
      enforceability of the underlying item of Intellectual Property.

     

    4.10           Questionable
      Payments.  Neither SAH, nor any employee, agent or
      representative of SAH has, directly or indirectly, made any bribes, kickbacks,
      illegal payments or illegal political contributions using SAH funds or made
      any
      payments from SAH’s funds to governmental officials for improper purposes or
      made any illegal payments from SAH’s funds to obtain or retain
      business.

     

    4.11           Title
      to Assets.  SAH has good, valid and
      indefeasible marketable title (except for property held under valid and
      subsisting leases which are in full force and effect and which are not in
      default) to the properties and assets used by it, or shown on the SAH Balance
      Sheet or acquired after the date thereof, free and clear of any free of all
      Liens and other encumbrances, except Permitted Liens and such ordinary and
      customary imperfections of title, restrictions and encumbrances as do not,
      individually or in the aggregate, materially detract from the value of the
      property or assets or materially impair the use made thereof by SAH in its
      business. Without limiting the generality of the foregoing, SAH has good and
      indefeasible title to all of its properties and assets reflected in the SAH
      Balance Sheet, except for property disposed of in the usual and ordinary course
      of business since June 30, 2007 and for property held under valid and subsisting
      leases which are in full force and effect and which are not in
      default.

     

    4.12           NoSubsidiaries.  SAH
      has no Subsidiaries, except as set forth on Section 4.12 of the SAH
      Disclosure Schedule.

     

    4.13           Books
      andRecords.  True and complete
      copies of the financial records, minute books, and other documents and records
      of SAH have been made available to SAH prior to the date hereof.

     

    4.14           Consents
      and Non-Contravention.  The business, products
      and operations of SAH have been and are being conducted in compliance with
      all
      applicable laws, rules and regulations, except for such violations thereof
      for
      which the penalties, individually or in the aggregate, would not have a Material
      Adverse Effect.  The execution and delivery by SAH of this Agreement
      and the consummation by SAH of the Merger do not and will not (i) require
      the consent, approval or action of, or any filing or notice to, any corporation,
      firm, person or other entity or any public, governmental or judicial authority
      (except for such consents, approvals, actions, filing or notices the failure
      of
      which to make or obtain will not individually or in the aggregate have a
      Material Adverse Effect); (ii) violate any order, writ, injunction, decree,
      judgment, ruling, law, rule or regulation of any Governmental Body applicable
      to
      SAH, or its business or assets; (iii) violate or be in conflict with any
      agreement, indenture, mortgage, license or other instrument or document to
      which
      SAH is a party or to which it is otherwise subject except as would not have
      a
      Material Adverse Effect; and (iv) violate or conflict with any provision of
      the Certificate of Incorporation or By-laws of SAH.  SAH is not
      subject to, or a party to or bound by, any mortgage, lien, lease, agreement,
      contract, instrument, order, judgment or decree or any other material
      restriction of any kind or character which would prevent, hinder, restrict
      or
      impair the continued operation of the business or assets of SAH after the
      Closing.

     

    4.15           Compliance
      with Securities Laws.  SAH has complied with all of the
      provisions relating to the issuance of securities, and for the registration
      thereof, under the Securities Act, other applicable securities laws, and all
      applicable blue sky laws in connection with any and all of its stock
      issuances.  There are no outstanding, pending or threatened stop
      orders or other actions or investigations relating thereto involving federal
      and
      state securities laws.  All issued and outstanding SAH Common Stock
      were

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    offered
      and sold in compliance with federal and state securities laws and were not
      offered, sold or issued in violation of any preemptive right, right of first
      refusal or right of first offer and are not subject to any right of
      rescission.  All information regarding SAH which has been provided to
      Sequoia by SAH or set forth in any document or other communication, disseminated
      to any former, existing or potential shareholders of SAH or to the public or
      filed with the NASD, the SEC or any state securities regulators or authorities
      is true, complete, accurate in all material respects, not misleading, and was
      and is in full compliance with all securities laws and regulations.

     

    4.16           Environmental
      Matters.

     

    (a)           To
      the Knowledge of SAH, SAH has never generated, used, handled, treated, released,
      stored or disposed of any Hazardous Materials on any real property on which
      it
      now has or previously had any leasehold or ownership interest, except in
      compliance with all applicable Environmental Laws.

     

    (b)           To
      the Knowledge of SAH, the historical and present operations of the business
      of
      SAH are in compliance with all applicable Environmental Laws, except where
      any
      non-compliance has not had and would not reasonably be expected to have a
      Material Adverse effect on SAH.

     

    (c)           There
      are no material pending or, to the Knowledge of SAH, threatened, demands,
      claims, information requests or notices of noncompliance or violation against
      or
      to SAH relating to any Environmental Law; and, to the Knowledge of SAH, there
      are no conditions or occurrences on any of the real property used by SAH in
      connection with its business that would reasonably be expected to lead to any
      such demands, claims or notices against or to SAH, except such as have not
      had,
      and would not reasonably be expected to have, a Material Adverse effect on
      SAH.

     

    (d)           To
      the Knowledge of SAH, (i) SAH has not sent or disposed of, otherwise had
      taken or transported, arranged for the taking or disposal of (on behalf of
      itself, a customer or any other party) or in any other manner participated
      or
      been involved in the taking of or disposal or release of a Hazardous Material
      to
      or at a site that is contaminated by any Hazardous Material or that, pursuant
      to
      any Environmental Law, (A) has been placed on the “National Priorities List”,
      the “CERCLIS” list, or any similar state or federal list, or (B) is subject to
      or the source of a claim, an administrative order or other request to take
      “removal”, “remedial”, “corrective” or any other “response” action, as defined
      in any Environmental Law, or to pay for the costs of any such action at the
      site; (ii) SAH is not involved in (and has no basis to reasonably expect to
      be involved in) any suit or proceeding and has not received (and has no basis
      to
      reasonably expect to receive) any notice, request for information or other
      communication from any Governmental Body or other third party with respect
      to a
      release or threatened release of any Hazardous Material or a violation or
      alleged violation of any Environmental Law, and has not received (and has no
      basis to reasonably expect to receive) notice of any claims from any Person
      relating to property damage, natural resource damage or to personal injuries
      from exposure to any Hazardous Material; and (iii) SAH has timely filed
      every report required to be filed, acquired all necessary certificates,
      approvals and permits, and generated and maintained all required data,
      documentation and records under all Environmental Laws, in all such instances
      except where the failure to do so would not reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect on SAH.

     

    4.17           Permits
      and Licenses.  SAH possesses all Governmental
      Authorizations of all Governmental Bodies required for the conduct of its
      business as presently conducted, all of which are in full force and
      effect.

     

    4.18           Broker's
      Fees.  Neither SAH, nor anyone on its behalf, has any
      liability to any broker, finder, investment banker or agent, or has agreed
      to
      pay any brokerage fees, finder’s fees or commissions, or
      to
      reimburse any expenses of any broker, finder, investment banker or agent in
      connection with this Agreement or the transactions contemplated
      hereby.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    4.19           Absence
      of Undisclosed Liabilities.  SAH has no material
      obligation or Liability (whether accrued, absolute, contingent, liquidated
      or
      otherwise, whether due or to become due), arising out of any transaction entered
      into at or prior to the Closing, except (a) to the extent set forth on or
      reserved against in the SAH Balance Sheet or the notes to the SAH Financial
      Statements, or (b) current liabilities incurred and obligations under agreements
      entered into in the usual and ordinary course of business since June 30, 2007,
      none of which (individually or in the aggregate) has had or will have a Material
      Adverse Effect.

     

    4.20           Changes.  Except
      as set forth on Section 4.20 of the SAH Disclosure Schedule, since
      June 30, 2007, SAH has not (a) incurred any debts, obligations or Liabilities,
      absolute, accrued, contingent or otherwise, whether due or to become due, except
      for fees, expenses and liabilities incurred in connection with the Merger and
      related transactions and current liabilities incurred in the usual and ordinary
      course of business, (b) discharged or satisfied any Liens other than those
      securing, or paid any obligation or liability other than, current liabilities
      shown on the SAH Balance Sheet and current liabilities incurred since June
      30,
      2007, in each case in the usual and ordinary course of business, (c) mortgaged,
      pledged or subjected to Lien any of its assets, tangible or intangible other
      than in the usual and ordinary course of business, (d) sold, transferred or
      leased any of its assets, except in the usual and ordinary course of business,
      (e) cancelled or compromised any debt or claim, or waived or released any right,
      of material value, (f) suffered any physical damage, destruction or loss
      (whether or not covered by insurance) that would have a Material Adverse Effect,
      (g) entered into any transaction other than in the usual and ordinary course
      of
      business, (h) encountered any labor union difficulties, (i) made or granted
      any wage or salary increase or made any increase in the amounts payable under
      any profit sharing, bonus, deferred compensation, severance pay, insurance,
      pension, retirement or other employee benefit plan, agreement or arrangement,
      other than in the ordinary course of business consistent with past practice,
      or
      entered into any employment agreement, (j) issued or sold any shares of capital
      stock, bonds, notes, debentures or other securities or granted any options
      (including employee stock options), warrants or other rights with respect
      thereto, (k) declared or paid any dividends on or made any other distributions
      with respect to, or purchased or redeemed, any of its outstanding capital stock,
      (l) suffered or experienced any Material Adverse Effect other than changes,
      events or conditions in the usual and ordinary course of its business, none
      of
      which (either by itself or in conjunction with all such other changes, events
      and conditions) has been materially adverse, (m) made any change in the
      accounting principles, methods or practices followed by it or depreciation
      or
      amortization policies or rates theretofore adopted, (n) made or permitted any
      amendment or termination of any material contract, agreement or license to
      which
      it is a party, (o) suffered any material loss not reflected in the SAH Balance
      Sheet or its statement of income for the nine months ended on June 30, 2007,
      (p)
      paid, or made any accrual or arrangement for payment of, bonuses or special
      compensation of any kind or any severance or termination pay to any present
      or
      former officer, director, employee, stockholder or consultant, (q) made or
      agreed to make any charitable contributions or incurred any non-business
      expenses in excess of $50,000 in the aggregate, or (r) entered into any
      agreement, or otherwise obligated itself, to do any of the
      foregoing.

     

    4.21           Real
      Property. Section 4.21
      of the SAH Disclosure Schedule contains a true and complete list of all real
      property leased by SAH (such real property, the “SAH Leased Property”),
      including a brief description of each item thereof and of the nature of SAH’s
      interest therein.  All the SAH Leased Property is leased by SAH under
      valid and enforceable leases having the rental terms, termination dates and
      renewal and purchase options described on Section 4.21 of the SAH
      Disclosure Schedule; such leases are enforceable in accordance with their
      terms, and there is not, under any such lease, any existing default or event
      of
      default or event which with notice or lapse of time, or both, would constitute
      a
      default by SAH or any other party thereto, and SAH has not received any notice
      or claim of any
      such
      default.  The SAH Leased Property constitutes all of the real property
      currently used or necessary for the current operations of
      Sequoia.  The SAH Leased Property is free and clear of any Liens,
      title defects, contractual restrictions, covenants or reservations of interests
      in title except for Permitted Liens.  SAH owns no real
      property.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    4.22           Employees
      and Consultants.  SAH has provided to Sequoia
      an accurate and complete list of all of its current employees, consultants
      or
      independent contractors.  SAH is not a party to or bound by any
      employment agreement or any union contract, collective bargaining agreement
      or
      similar contract or agreement, or any other contract or agreement to provide
      severance payments or benefits to any employee upon termination of
      employment.  As of the Closing, SAH will have no employees,
      consultants or independent contractors.  As of the date hereof, there
      are no labor disputes or requests for arbitration involving
      SAH.  Except with respect to the 1997 Long-Term Incentive Plan, SAH
      has no pension, retirement, savings, profit sharing, stock-based, incentive
      compensation or other similar employee benefit plan.

     

    4.23           Employee
      Benefit Plans; ERISA.  b)  Except as disclosed
      in Section 4.23 of the SAH Disclosure Schedule, there are no
“employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor
      any other employee benefit or fringe benefit arrangements, practices, contracts,
      policies or programs of every type other than programs merely involving the
      regular payment of wages, commissions, or bonuses established, maintained or
      contributed to by SAH, whether written or unwritten and whether or not
      funded.  The plans listed in Section 4.23 of the SAH
      Disclosure Schedule are hereinafter referred to as the “SAH Employee
      Benefit Plans.”

     

    (b)           All
      current and prior material documents, including all amendments thereto, with
      respect to each Employee Benefit Plan have been made available to
      Sequoia.

     

    (c)           To
      the Knowledge of SAH, all SAH Employee Benefit Plans are in material compliance
      with the applicable requirements of ERISA, the Code and any other applicable
      state, federal or foreign law.

     

    (d)           There
      are no pending claims or lawsuits which have been asserted or instituted against
      any SAH Employee Benefit Plan, the assets of any of the trusts or funds under
      the SAH Employee Benefit Plans, the plan sponsor or the plan administrator
      of
      any of the SAH Employee Benefit Plans or against any fiduciary of an Employee
      Benefit Plan with respect to the operation of such plan, nor does SAH have
      any
      Knowledge of any incident, transaction, occurrence or circumstance which might
      reasonably be expected to form the basis of any such claim or
      lawsuit.

     

    (e)           There
      is no pending or, to the Knowledge of SAH, contemplated investigation, or
      pending or possible enforcement action by the Pension Benefit Guaranty
      Corporation, the Department of Labor, the Internal Revenue Service or any other
      government agency with respect to any SAH Employee Benefit Plan and SAH has
      no
      Knowledge of any incident, transaction, occurrence or circumstance which might
      reasonably be expected to trigger such an investigation or enforcement
      action.

     

    (f)           No
      actual or, to the Knowledge of SAH, contingent liability exists with respect
      to
      the funding of any SAH Employee Benefit Plan or for any other expense or
      obligation of any SAH Employee Benefit Plan, except as disclosed on the
      financial statements of SAH, and no contingent liability exists under ERISA
      with
      respect to any “multi-employer plan,” as defined in Section 3(37) or
      Section 4001(a)(3) of ERISA.

     

    (g)           No
      events have occurred or are expected to occur with respect to any SAH Employee
      Benefit Plan that would cause a material change in the costs of providing
      benefits under such SAH
      Employee Benefit Plan or would cause a material change in the cost of providing
      for other liabilities of such SAH Employee Benefit Plan.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    4.24           Condition
      of Properties.  All facilities, machinery, equipment,
      fixtures and other properties owned, leased or used by SAH are in reasonably
      good operating condition and repair, subject to ordinary wear and tear, and
      are
      adequate and sufficient for SAH’s business.

     

    4.25           Insurance
      Coverage.  There is in full force and effect one or more
      policies of insurance issued by insurers of recognized responsibility, insuring
      SAH and its properties, products and business against such losses and risks,
      and
      in such amounts, as are customary for corporations of established reputation
      engaged in the same or similar business and similarly situated.  SAH
      has not been refused any insurance coverage sought or applied for, and SAH
      has
      no reason to believe that it will be unable to renew its existing insurance
      coverage as and when the same shall expire upon terms at least as favorable
      to
      those currently in effect, other than possible increases in premiums that do
      not
      result from any act or omission of SAH.  No suit, proceeding or action
      or, to the Knowledge of SAH, threat of suit, proceeding or action has been
      asserted or made against SAH within the last five years due to alleged bodily
      injury, disease, medical condition, death or property damage arising out of
      the
      function or malfunction of a product, procedure or service designed,
      manufactured, sold or distributed by SAH.

     

    4.26           Interested
      Party Transactions.  Except as set forth in
Section 4.26 of the SAH Disclosure Schedule, no officer, director or
      stockholder of SAH or any Affiliate or “associate” (as such term is defined in
      Rule 405 under the Securities Act) of any such Person or SAH has or has had,
      either directly or indirectly, (a) an interest in any Person that
      (i) furnishes or sells services or products that are furnished or sold or
      are proposed to be furnished or sold by SAH or (ii) purchases from or sells
      or furnishes to SAH any goods or services, or (b) a beneficial interest in
      any
      contract or agreement to which SAH is a party or by which it may be bound or
      affected, that would require disclosure pursuant to Item 404 of Regulation
      S-K
      as promulgated under the Securities Act.

     

    4.27           SEC
      Reports.  Except with respect to reports set forth on
Section 4.27 of the SAH Disclosure Schedule, since January 1, 2006,
      SAH has timely filed all documents, reports and schedules required to be filed
      with the SEC (collectively, the “SAH SEC Documents”).  As of
      their respective dates, the SAH SEC Documents complied in all material respects
      with the requirements of the Securities Act and the Exchange Act, and, at the
      respective times they were filed, none of the SAH SEC Documents contained any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.  The
      financial statements (including, in each case, any notes thereto) of SAH
      included in the SAH SEC Documents complied as to form and substance in all
      material respects with applicable accounting requirements and the rules and
      regulations of the SEC with respect thereto, were prepared in accordance with
      GAAP (except as may be indicated therein or in the notes thereto) applied on
      a
      consistent basis during the periods involved (except as may be indicated therein
      or in the notes thereto) and fairly presented in all material respects the
      financial position of SAH as of the respective dates thereof and the results
      of
      its operations and its cash flows for the periods then ended (subject, in the
      case of unaudited statements, to normal year-end audit adjustments and to any
      other adjustments described therein).

     

    4.28           Compliance
      with Sarbanes Oxley.  SAH is in compliance with the
      requirements of the Sarbanes-Oxley Act of 2002 applicable to it as of the date
      of this Agreement.  SAH maintains a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions
      are executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of
      financial statements in conformity with GAAP and to maintain asset
      accountability, (iii) access to assets is permitted only in accordance with
      management’s general or

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    specific
      authorization, and (iv) the recorded accountability for assets is compared
      with the existing assets at reasonable intervals and appropriate action is
      taken
      with respect to any differences. SAH has established disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for SAH
      and designed such disclosures controls and procedures to ensure that material
      information relating to SAH, is made known to the certifying officers by others
      within SAH, particularly during the periods in which SAH’s reports on Form 10-K
      or Form 10-Q, as the case may be, are prepared.  SAH’s certifying
      officers have evaluated the effectiveness of SAH’s controls and procedures as of
      the date of its most recently filed periodic report (such date, the
“Evaluation Date”).  SAH presented in its most recently filed
      periodic report the conclusions of the certifying officers about the
      effectiveness of the disclosure controls and procedures based on their
      evaluations as of the Evaluation Date.  Since the Evaluation Date,
      there have been no significant changes in SAH’s internal control over financial
      reporting (as such term is defined in Exchange Act Rules 13a-15(f) and
      15d-15(f)) or in other factors that could significantly affect SAH’s internal
      control over financial reporting.

     

    4.29           No
      Security Regulatory
      Investigation.  Neither
      SAH nor its present officers or directors is, or has been within the prior
      five
      years, the subject of any formal or informal inquiry or investigation by the
      SEC or the NASD.

     

    4.30           Representations
      and Warranties.  No representation or warranty by SAH
      contained in this Agreement and no statement contained in any certificate,
      schedule or other communication furnished pursuant to or in connection with
      the
      provisions hereof contains or shall contain any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.  There is no current or prior event or condition of any
      kind or character pertaining to SAH that may reasonably be expected to have
      a
      Material Adverse Effect on SAH.  Except as specifically indicated
      elsewhere in this Agreement, all documents delivered by SAH in connection
      herewith have been and will be complete originals, or exact copies
      thereof.

     

    ARTICLE
      V

    ACTIONS
      PRIOR TO CLOSING

     

    5.1           Access.  Prior
      to the Closing, Sequoia and SAH, shall be entitled to make such investigations
      of the assets, properties, business and operations of the other party, and
      to
      examine the books, records, tax returns, financial statements and other
      materials of the other party as such investigating party deems necessary in
      connection with this Agreement and the Merger.  Any such investigation
      and examination shall be conducted at reasonable times and under reasonable
      circumstances, and the parties hereto shall cooperate fully
      therein.

     

    5.2           Confidentiality.  Until
      the Closing, and if the Closing shall not occur, thereafter, each party shall
      keep confidential and shall not use in any manner inconsistent with the
      transactions contemplated by this Agreement, and shall not disclose, nor use
      for
      their own benefit, any information or documents obtained from the other party
      concerning the assets, properties, business and operations of such party, unless
      such information (i) is readily ascertainable from public or published
      information, (ii) is received from a third party not under any obligation
      to keep such information confidential, or (iii) is required to be disclosed
      by any law or order (in which case the disclosing party shall promptly provide
      notice thereof to the other party in order to enable the other party to seek
      a
      protective order or to otherwise prevent such disclosure). If the Merger is
      not
      consummated for any reason, each party shall return to the other all such
      confidential information, including notes and compilations thereof, promptly
      after the date of such termination.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    5.3           Public
      Disclosures.  Prior to the Closing, Sequoia and SAH
      agree not to issue any statement or communications to the public or the press
      regarding the Merger without the prior written consent of the other party,
      except as SAH reasonably determines to be necessary in order to comply with
      the
      rules of the SEC or of the principal trading exchange or market for SAH Common
      Stock, provided that in such case SAH will use its reasonable efforts to allow
      Sequoia to review same prior to its release.

     

    5.4           Restrictions
      on Certain Actions.  Prior to the Closing, except as
      contemplated by this Agreement, the Reverse Stock Split, the Management Options,
      and the SAH Distribution, there shall be no stock dividend, stock split,
      recapitalization, or exchange of shares with respect to or rights, options
      or
      warrants issued in respect of SAH Common Stock and there shall be no dividends
      or other distributions paid on SAH Common Stock.  Prior to the
      Closing, except as contemplated by the Reverse Stock Split, the Management
      Options, the New Stock Incentive Plan, and the SAH Distribution, SAH shall
      not
      take any action or enter into any agreement to issue or sell any shares of
      capital stock of SAH or any securities convertible into or exchangeable or
      exercisable for any shares of capital stock of SAH or to repurchase, redeem
      or
      otherwise acquire any of the issued and outstanding capital stock of SAH,
      without the prior written consent of Sequoia.

     

    5.5           Filing
      of SEC Documents.  Prior to the Closing, SAH will timely
      file all required SAH SEC Documents and comply in all material respects with
      the
      requirements of the Securities Act, the Exchange Act and state securities laws
      and regulations.

     

    5.6           Conduct
      of Business.  Prior to the Closing, each party
      shall conduct its business only in the usual and ordinary course and the
      character of such business shall not be changed nor shall any different business
      be undertaken.  Prior to the Closing, except as contemplated hereby,
      neither party shall not incur any Liabilities without the prior written consent
      of the other party, except for Liabilities incurred in the ordinary course
      of
      business.

     

    5.7           Other
      Proposals.

     

    (a)           The
      Board of Directors of SAH may engage in negotiations or discussions with any
      person other than Sequoia or its Affiliates (any such person a “Third
      Party”) that, without prior solicitation by or negotiation with SAH, has
      made a Superior Proposal and furnish to such Third Party nonpublic information
      relating to SAH or any of its Subsidiaries pursuant to a confidentiality
      agreement; provided that Sequoia shall be promptly furnished with such
      nonpublic information following the furnishing thereof to such Third Party
      (to
      the extent such nonpublic information has not been previously furnished by
      SAH
      to Sequoia).  Following receipt of such Superior Proposal, SAH’s Board
      of Directors may fail to make, withdraw or modify in a manner adverse to Sequoia
      its recommendation to its stockholders referred to in Section 5.8 below,
      submit such Superior Proposal to a vote of its stockholders, and/or take any
      action advisable or required under law, if SAH’s Board of Directors determines
      in good faith that the board must take such action to comply with its fiduciary
      duties under applicable law.  Nothing contained herein shall prevent
      SAH’s Board of Directors from complying with Rule 14e-2(a) or Rule 14d-9 under
      the Exchange Act with regard to an Acquisition Proposal or from making other
      disclosures to SAH’s stockholders if required under applicable law;
provided, however, that any such actions shall comply with the other
      requirements of this Section 5.7.

     

    (b)           SAH
      shall continue to keep Sequoia informed, on a current basis, with respect to
      such Superior Proposal after taking such action.  In addition, SAH
      shall notify Sequoia promptly after receipt by SAH of any Acquisition Proposal,
      any written indication that a third party is considering making an Acquisition
      Proposal or of any request for information relating to SAH or any of its
      Subsidiaries or for access to the business, properties, assets, books or records
      of SAH or any of its Subsidiaries by any third party that may be considering
      making, or has made, an Acquisition Proposal.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SAH
      shall
      provide such notice orally and within one (1) Business Day in writing and shall
      identify the third party making, and the terms and conditions of, any such
      Acquisition Proposal, indication or request.  SAH shall provide within
      one (1) Business Day of receipt a copy of any documentation of the terms of
      any
      such inquiry, proposal or offer, and thereafter shall keep Sequoia informed,
      on
      a current basis, of the status and terms of any such proposals or offers and
      the
      status of any such discussions or negotiations (including by delivering any
      further documentation of the type referred to above).

     

    (c)           If
      this Agreement shall not have previously terminated, SAH shall pay Sequoia
      a fee
      of one million dollars ($1,000,000) (the “SAH Termination Fee”) no later
      than 10 days after the date of the first to occur: (i) of the execution by
      SAH
      of any agreement with a Third Party (other than a confidentiality agreement)
      providing for the sale of substantially all of the assets of SAH or providing
      for the merger of SAH with a Third Party, (ii) the approval or recommendation
      to
      the stockholders of SAH of a Superior Proposal, or the consummation of a
      Superior Proposal.  Sequoia agrees that payment of the SAH Termination
      Fee, if such fee is actually paid as provided herein, will be the sole and
      exclusive remedy of Sequoia upon termination of this Agreement.  SAH
      acknowledges that the agreements contained in this Section 5.7 are an
      integral part of the transactions contemplated by this Agreement, and that,
      without these agreements, Sequoia would not enter into this
      Agreement.

     

    5.8           SAH
      Stockholders Meeting.  SAH shall cause a meeting of its
      stockholders (the “SAH Stockholders Meeting”) to be duly called and held
      as soon as reasonably practicable but in no event prior to the Diligence Drop
      Dead Date, for the purpose of voting on the approval and adoption of
      (A) this Agreement and the Mergers, (B) the Name Change, (C) the
      Reverse Stock Split, (D) the New Stock Incentive Plan, (E) the
      Authorized Capital Changes, (F) the director nominees listed on Exhibit B
      hereto to serve as the directors of SAH following the Merger, and, (G) any
      motion for adjournment or postponement of the SAH Stockholder Meeting to another
      time or place to permit, among other things, further solicitation of proxies
      if
      necessary to establish a quorum or to obtain additional votes in favor of this
      Agreement and the transactions contemplated hereby and the
      Amendment.  Subject to Section 5.7 above, the Board of Directors
      of SAH shall recommend approval and adoption of the items set forth in
      subsections (A) through (G) of this Section 5.8.  The only
      matters on the ballot at the SAH Stockholders Meeting shall be the matters
      set
      forth above in subsections (A) through (G) of this
      Section 5.8.  In connection with the SAH Stockholders Meeting,
      SAH shall (1) promptly prepare and file with the SEC, use its commercially
      reasonable best efforts to have cleared by the SEC and thereafter mail to its
      stockholders as promptly as practicable, the SAH proxy statement and all other
      proxy materials for such meeting, (2) use its commercially reasonable best
      efforts to obtain the necessary approvals by its stockholders of this Agreement
      and the transactions contemplated hereby, (3) otherwise comply with all
      legal requirements applicable to such meeting.

     

    ARTICLE
      VI

    POST
      CLOSING COVENANTS

     

    6.1           Initial
      Directors’ and Officers’ Insurance.

     

    (a)           SAH
      agrees that all rights to indemnification or exculpation now existing in favor
      of the employees, agents, directors or officers of SAH and its Subsidiaries
      and
      to Mark Levenick and Raymond Landry (the “SAH D&O Indemnified
      Parties”) as provided in their respective charter documents, bylaws,
      certificate of limited partnership or limited partnership agreement as in effect
      on the date of this Agreement shall continue in full force and effect for a
      period of six (6) years from and after the Closing Date (the “SAH D&O
      Indemnity Period”); provided, however, that, in the event any claim or
      claims are asserted or made within the Indemnity Period, all rights to
      indemnification in respect of any such claim or claims shall continue to final
      and non-appealable disposition of any and all such claims.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Any
      determination required to be made with respect to whether the SAH D&O
      Indemnified Party’s conduct complies with the standards set forth in such
      charter documents, bylaws, certificate of limited partnership or limited
      partnership agreement or otherwise shall be made by independent counsel selected
      by the SAH D&O Indemnified Parties, which counsel shall be reasonably
      satisfactory to SAH (whose fees and expenses shall be paid by Sequoia), which
      such determination shall be final and binding on the parties
      thereto.

     

    (b)           Immediately
      prior to the Effective Time, SAH shall purchase a single payment, run-off policy
      or policies of directors’ and officers’ liability insurance covering the SAH
      D&O Indemnified Parties for claims currently covered by SAH’s existing
      directors’ and officers’ liability insurance policies arising in respect of acts
      or omissions occurring prior to the Effective Time in amount and scope at least
      as favorable, in the aggregate, as SAH’s existing policies, such policy or
      policies to become effective at the Effective Time and remain in effect for
      a
      period of six years after the Effective Time.

     

    (c)           During
      the SAH D&O Indemnity Period, SAH shall indemnify and hold harmless the SAH
      D&O Indemnified Parties in respect of acts or omissions occurring at or
      prior to the Closing to the fullest extent permitted by Delaware law or any
      other applicable laws or provided under SAH’s and its Subsidiaries’ charter,
      bylaws, certificate of limited partnership or limited partnership agreement
      in
      effect on the date of this Agreement; provided that such indemnification shall
      be subject to any limitation imposed from time to time under applicable
      law.

     

    (d)           If
      SAH or any of its successors or assigns (A) consolidates with or merges into
      any
      other Person and shall not be the continuing or surviving company or entity
      of
      such consolidation or merger, or (B) transfers or conveys all or substantially
      all of its properties and assets to any Person, then, and in each such case,
      to
      the extent necessary, proper provision shall be made so that the successors
      and
      assigns of SAH shall assume the obligations set forth in this
      Article VI.

     

    (e)           The
      rights of each SAH D&O Indemnified Party under this Article VI shall be
      in addition to any rights such Person may have under the charter, bylaws,
      certificate of limited partnership or limited partnership agreement of SAH
      or
      any of its Subsidiaries, or under Delaware law or any other applicable laws
      or
      under any agreement of any SAH D&O Indemnified Party with SAH or any of its
      Subsidiaries.  These rights shall survive consummation of the
      transactions contemplated by this Agreement and are intended to benefit, and
      shall be enforceable by, each SAH D&O Indemnified Party.

     

    6.2           Future
      Directors’ and Officers’ Insurance.

     

    (a)           In
      addition to the rights of indemnification provided during the SAH D&O
      Indemnity Period pursuant to Section 6.1, after the Closing Date, SAH shall
      indemnify and maintain in effect directors’ and officers’ and fiduciaries’
liability insurance for each SAH Continuing Director (i) during the time such
      person serves on the board of SAH or its Subsidiaries; and (ii) for a period
      of
      not less than six years following the time such SAH Continuing Director no
      longer serves on the board of SAH or its Subsidiaries.

     

    (b)           The
      liability insurance required pursuant to this Section 6.2 shall be in amount
      and
      scope at least as favorable, in the aggregate, as SAH’s policies immediately
      prior to the Effective Time with comparable terms and conditions and with
      comparable insurance coverage as is then in effect for the current officers
      and
      directors of SAH and its Subsidiaries and whose amount and scope are reasonably
      satisfactory to the SAH Continuing Directors.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

                    
      6.3           Insurance
      in the Event of Dissolution. SAH agrees that if it is dissolved or
      ceases to exist for any reason prior to, (i) in case of indemnification pursuant
      to Section 6.1, the termination of the SAH D&O Indemnity Period; or (ii) in
      case of indemnification pursuant to Section 6.2, the six-year period following
      the time  a SAH Continuing Director shall no longer serve as a
      director on the board of SAH or its Subsidiaries, then prior to such dissolution
      or cessation SAH shall extend SAH’s then in effect directors’ and officers’ and
      fiduciaries’ liability insurance policy on commercially reasonable terms and
      conditions and with insurance coverage as comparable as possible with the
      insurance policy then in effect for the current officers and directors of SAH,
      and such extension shall provide such insurance coverage to each SAH D&O
      Indemnified Party in accordance with SAH’s obligations under Section 6.1 and 6.2
      of this Agreement.  SAH shall prepay all premiums in connection with
      such extension.  These rights shall survive consummation of the
      transactions contemplated by this Agreement and are intended to benefit, and
      shall be enforceable by, each SAH D&O Indemnified Party.

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSE

     

    7.1           Conditions
      Precedent to the Obligations of Sequoia.  All
      obligations of Sequoia under this Agreement are subject to the fulfillment,
      prior to or as of the Closing, of each of the following conditions:

     

    (a)           The
      representations and warranties made by SAH contained in or pursuant to this
      Agreement shall be true and correct in all respects at and as of the Closing
      as
      though such representations and warranties were made at and as of such time,
      except to the extent that where any such representation or warranty relates
      to
      an earlier date then such representation or warranty shall be true and correct
      as of such date.

     

    (b)           SAH
      shall have performed and complied with all covenants, agreements, and conditions
      set forth or otherwise contemplated in, and shall have executed and delivered
      all documents required by, this Agreement to be performed or complied with
      or
      executed and delivered by it.

     

    (c)           The
      Board of Directors of SAH shall have approved in accordance with Delaware law
      the execution and delivery of this Agreement and the consummation of the
      Merger.

     

    (d)           The
      holders of a majority of the shares of SAH Common Stock shall have approved
      this
      Agreement and the Merger.

     

    (e)           SAH
      shall have sufficient shares of its capital stock authorized to complete the
      Merger.

     

    (f)           The
      Merger Shares will be validly issued, nonassessable and fully paid under
      Delaware corporation law.

     

    (g)           SAH
      shall have effected the Reverse Stock Split, the Changes to Authorized Capital,
      the Name Change and the adoption of the New Stock Incentive Plan.

     

    (h)           No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal restraint or
      prohibition preventing the consummation of the Merger shall be in
      effect.

     

    (i)           There
      shall not be pending or threatened any action, proceeding or investigation
      before any court or administrative agency by any government agency, or be any
      pending action by any other
      person, in which it is sought to restrain or prohibit, or obtain damages in
      connection with, the Merger or the ability of Sequoia to operate its
      business.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (j)           All
      officers and directors of SAH shall have tendered their resignations in writing
      and the persons listed on Exhibit B shall have been elected as directors of
      SAH.

     

    (k)           SAH
      shall have obtained and delivered to Sequoia written consents of any persons
      or
      entities whose consent is required to consummate the Merger, if any, and all
      of
      such consents shall remain in full force and effect at and as of the
      Closing.

     

    (l)           SAH
      shall have net cash or cash equivalents, including all amounts loaned pursuant
      to the Bridge Financing, of not less than $9.8 million.

     

    (m)           SAH
      shall have instructed its Transfer Agent to make such changes to its stock
      registrar so as to give effect to the Merger, the Reverse Stock Split, and
      the
      Authorized Capital Changes.

     

    (n)           Since
      the date of the SAH Balance Sheet, there shall have occurred no Material Adverse
      Effect on SAH.

     

    (o)           Sequoia
      shall have received a certificate of the President of SAH as to the matters
      in
      Section 7.1(a).

     

    (p)           Sequoia
      shall have received a certificate of incumbency executed by the Secretary of
      SAH
      certifying (i) the names, titles and signatures of the officers authorized
      to execute any documents referred to in this Agreement, (ii) that the
      Certificate of Incorporation and By-laws of SAH delivered to Sequoia are true
      and complete, and (iii) that resolutions adopted by the Board of Directors
      of SAH delivered to Sequoia authorizing the Merger are true and
      complete.

     

    (q)           Sequoia
      shall have received (i) a certificate from the Secretary of State of the
      State of Delaware dated within five Business Days of the Closing Date that
      SAH
      is in good standing under the laws of said state, and (ii) and evidence as
      of a recent date that SAH is qualified to transact business as a foreign
      corporation and is in good standing in each state of the United States and
      in
      each other jurisdiction where the character of the property owned or leased
      by
      it or the nature of its activities makes such qualification
      necessary.

     

    (r)           Sequoia
      shall have received such additional supporting documentation and other
      information with respect to the transactions contemplated hereby as it may
      reasonably request.

     

    7.2           Conditions
      Precedent to the Obligations of SAH.  All obligations of
      SAH under this Agreement are subject to the fulfillment, prior to or at the
      Closing, of each of the following conditions:

     

    (a)           The
      representations and warranties made by Sequoia contained in or pursuant to
      this
      Agreement shall be true and correct in all respects at and as of the Closing
      as
      though such representations and warranties were made at and as of such time,
      except to the extent that where any such representation or warranty relates
      to
      an earlier date then such representation or warranty shall be true and correct
      as of such date.

     

    (b)           Sequoia
      shall have performed and complied with all covenants, agreements, and conditions
      set forth or otherwise contemplated in, and shall have executed and delivered
      all documents required by, this Agreement to be performed or complied with
      or
      executed and delivered by it.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (c)           The
      Board of Managers and the Members of Sequoia shall have approved in accordance
      with Utah law the execution and delivery of this Agreement and the consummation
      of the Merger.

     

    (d)           The
      holders of a majority of the shares of SAH Common Stock shall have approved
      this
      Agreement and the Merger.

     

    (e)           No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal restraint or
      prohibition preventing the consummation of the Merger shall be in
      effect.

     

    (f)           There
      shall not be pending or threatened any action, proceeding or investigation
      before any court or administrative agency by any government agency, or be any
      pending action by any other person, in which it is sought to restrain or
      prohibit, or obtain damages in connection with, the Merger or the ability of
      Sequoia to operate its business.

     

    (g)           SAH
      shall have obtained and delivered to Sequoia written consents of any persons
      or
      entities whose consent is required to consummate the Merger, if any, and all
      of
      such consents shall remain in full force and effect at and as of the
      Closing.

     

    (h)           Since
      the date of the Sequoia Balance Sheet, there shall have occurred no Material
      Adverse Effect on Sequoia.

     

    (i)           SAH
      shall have received a certificate of the President of Sequoia as to the matters
      in Section 7.1(a).

     

    (j)           SAH
      shall have received a certificate of incumbency executed by the Secretary of
      Sequoia certifying (i) the names, titles and signatures of the officers
      authorized to execute any documents referred to in this Agreement,
      (ii) that the Articles of Organization and Operating Agreement of Sequoia
      delivered to SAH are true and complete, and (iii) that resolutions adopted
      by the Board of Managers of Sequoia delivered to SAH authorizing the Merger
      are
      true and complete.

     

    (k)           SAH
      shall have received (i) a certificate from the Division of Corporations of
      the State of Utah dated within five Business Days of the Closing to the effect
      that Sequoia is in good standing under the laws of Utah and (ii) and
      evidence as of a recent date that Sequoia is qualified to transact business
      as a
      foreign corporation and is in good standing in each state of the United States
      and in each other jurisdiction where the character of the property owned or
      leased by it or the nature of its activities makes such qualification
      necessary.

     

    (l)           The
      SAH Distribution shall have been completed;

     

    (m)           The
      fairness opinion received by the Board of Directors prior to the date of this
      Agreement shall not have been withdrawn or materially modified.

     

    (n)           SAH
      shall have received such additional supporting documentation and other
      information with respect to the transactions contemplated hereby as it may
      reasonably request.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      ARTICLE
        VIII

      NO
        SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    

     

    The
      representations and warranties made by SAH and Sequoia and the Sequoia Members
      (including the representations and warranties set forth in Articles III and
      IV
      and the representations and warranties set forth in any certificate delivered
      at
      closing by an officer of SAH and Sequoia) shall not survive the
      Closing.  For purposes of this Agreement, each statement or other item
      of information set forth in any Schedule of a party hereto shall be deemed
      to be
      a part of the representations and warranties made by such party in this
      Agreement.

     

    ARTICLE
      IX

    TERMINATION

     

    9.1           Events
      of Termination.  This Agreement may, by notice given in
      the manner hereinafter provided, be terminated at any time prior to completion
      of the Closing, as follows:

     

    (a)           by
      Sequoia if (1) there has been a material Breach by SAH and, in the case of
      a representation, warranty or covenant Breach, such Breach shall not have been
      cured within ten (10) days after receipt by SAH of notice specifying
      particularly such Breach, (2) Sequoia determines in its sole discretion as
      a result of its due diligence review of SAH that it does not wish to proceed
      with the Merger, provided that Sequoia may not terminate this Agreement pursuant
      to this Section 9.1(a)(2), unless Sequoia notifies SAH in writing on or
      prior to the Diligence Drop Dead Date that Sequoia intends to terminate the
      Agreement pursuant to this provision, or (3) the closing conditions set
      forth in Section 7.1 have not been satisfied by the close of business on
      May 31, 2008, and Sequoia is not in material Breach of any provision of this
      Agreement;

     

    (b)           by
      SAH if (1) there has been a material Breach by Sequoia and, in the case of
      a representation, warranty or covenant Breach, such Breach shall not have been
      cured within ten (10) days after receipt by Sequoia of notice specifying
      particularly such Breach, (2) SAH determines in its sole discretion as a
      result of its due diligence review of Sequoia that it does not wish to proceed
      with the Merger, provided that SAH may not terminate this Agreement
      pursuant to this Section 9.1(b)(2), unless SAH notifies Sequoia in writing
      on or prior to the Diligence Drop Dead Date that SAH intends to terminate the
      Agreement pursuant to this provision, or (3) the closing conditions set
      forth in Section 7.2 have not been satisfied by the close of business on
      May 31, 2008 and SAH is not in material Breach of any provision of this
      Agreement;

     

    (c)           by
      SAH giving notice to Sequoia, in the event SAH wishes to consummate a Superior
      Proposal and pay the SAH Termination Fee; or

     

    (d)           by
      mutual agreement of Sequoia and SAH.

     

    This
      Agreement may not be terminated after completion of the
      Closing.  There shall be deemed to be a “Breach” of a
      representation, warranty, covenant, obligation, or other provision of this
      Agreement if there is or has been (a) any inaccuracy (subject to applicable
      knowledge and materiality qualifiers, if any) in, or breach of, or any failure
      to comply with, or perform, such representation, warranty, covenant, obligation,
      or other provision, or (b) any claim (by any Person) or other circumstance
      that is inconsistent with such representation, warranty, covenant, obligation,
      or other provision; and the term “Breach” shall be deemed to refer to any such
      inaccuracy, breach, failure, claim, or circumstance.

     

    9.2           Effect
      of Termination.  Termination of this Agreement pursuant
      to Section 9.1 shall terminate all obligations of the parties hereunder,
      except for the obligations under Section 5.2, Article VIII
      and Section 10.11; provided, however, that termination shall not relieve
      the defaulting or breaching party or parties from any liability to the other
      parties hereto.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    ARTICLE
      X

    MISCELLANEOUS

     

    10.1           Further
      Assurances.  At any time, and from time to time, after
      Closing, each party will execute such additional instruments and take such
      action as may be reasonably requested by the other to carry out the intent
      and
      purposes of this Agreement.

     

    10.2           Waiver.  Any
      failure on the part of any party hereto to comply with any of its obligations,
      agreements or conditions hereunder may be waived in writing by the party (in
      its
      sole discretion) to whom such compliance is owed.

     

    10.3           Amendment.  This
      Agreement may be amended only in writing as agreed to by all parties
      hereto.

     

    10.4           Nature
      of Representations.  All of the parties hereto are
      executing and carrying out the provisions of this Agreement in reliance solely
      on the representations, warranties and covenants and agreements contained in
      this Agreement and the other documents delivered at the Closing and not upon
      any
      representation warranty, agreement, promise or information, written or oral,
      made by the other party or any other person other than as specifically set
      forth
      herein.

     

    10.5           Notices.  All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing.  Any notice, request, demand, claim, or other
      communication hereunder shall be deemed duly given (i) one Business Day
      after being sent to the recipient by reputable overnight courier service
      (charges prepaid), (iii) the same Business Day it is sent to the recipient
      by facsimile transmission or electronic mail if sent prior to 3 p.m. Eastern
      Time, otherwise the next Business Day if sent after 3 p.m. Eastern Time, or
      (iv) four Business Days after being mailed to the recipient by certified or
      registered mail, return receipt requested and postage prepaid, and addressed
      to
      the intended recipient as set forth below:

     

    
      
        	
                If
                  to Sequoia:

              	
                Sequoia
                  Media Group, LC

              
	 	
                11781
                  Lone Peak Parkway, Suite 270

              
	 	
                Draper,
                  Utah 84020

              
	 	
                Attention:
                  Edward B. Paulsen

              
	 	
                Facsimile:
                  (801) 495-5701

              
	 	 
	
                With
                  a copy to:

              	
                Cohne,
                  Rappaport & Segal, P.C.

              
	 	
                257
                  E. 200 S., Suite 700

              
	 	
                Salt
                  Lake City, Utah 84111

              
	 	
                Attention:
                  A.O. Headman, Jr., Esq.

              
	 	
                Facsimile:
                  (801) 238.4606

              
	 	 
	
                If
                  to SAH:

              	
                Secure
                  Alliance Holdings Corporation

              
	 	
                2900
                  Wilcrest Drive, Suite 105

              
	 	
                Houston,
                  Texas 77042

              
	 	
                Attention:
                  Chief Executive Officer

              
	 	
                Facsimile:  (713)
                  895-7773

              
	 	 
	
                With
                  a copy to:

              	
                Olshan
                  Grundman Frome Rosenzweig & Wolosky LLP

              
	 	
                Park
                  Avenue Tower

              
	 	
                65
                  East 55th Street

              
	 	
                New
                  York, NY 10022-1106

              
	 	
                Attention:
                  Adam Finerman, Esq.

              
	 	
                Facsimile:
                  (212) 451-2222

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    10.6           Headings.  The
      section and subsection headings in this Agreement are inserted for convenience
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    10.7           Counterparts.  This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.  Delivery of a copy of this Agreement
      bearing an original signature by facsimile transmission or by electronic mail
      in
“portable document format” shall have the same effect as physical delivery of
      the paper document bearing the original signature.

     

    10.8           Binding
      Effect.  This Agreement shall be binding upon the
      parties hereto and inure to the benefit of the parties, their respective heirs,
      administrators, executors, successors and assigns.

     

    10.9           Entire
      Agreement.  This Agreement and the attached Schedules
      and Exhibits, is the entire agreement of the parties covering everything agreed
      upon or understood in the transaction.  There are no oral promises,
      conditions, representations, understandings, interpretations or terms of any
      kind as conditions or inducements to the execution hereof.

     

    10.10          Severability.  If
      any part of this Agreement is deemed to be unenforceable, the balance of the
      Agreement shall be enforced to the maximum extent permitted by law.

     

    10.11          Responsibility
      and Costs.  Subject to Section 9.2, all fees,
      expenses and out-of-pocket costs, including, without limitation, fees and
      disbursements of counsel, financial advisors and accountants, incurred by the
      parties hereto shall be borne solely and entirely by the party that has incurred
      such costs and expenses.

     

    10.12          Assignment.  This
      Agreement may not be assigned by any party hereto without the prior written
      consent of the other parties.

     

    10.13          Applicable
      Law.  This Agreement shall be construed and governed by
      the internal laws of the State of Delaware.

     

    10.14          Jurisdiction
      and Venue.  The parties hereto hereby agree and consent
      to be subject to the exclusive jurisdiction of the United States District Court
      for the District of Delaware, and in the absence of such Federal jurisdiction,
      the parties consent to be subject to the exclusive jurisdiction of the state
      courts located in Wilmington, Delaware, and hereby waive the right to assert
      the
      lack of personal or subject matter jurisdiction or improper venue in connection
      with any such suit, action or other proceeding.  In furtherance of the
      foregoing, each of the parties (i) waives the defense of inconvenient
      forum, (ii) agrees not to commence any suit, action or other proceeding
      arising out of this Agreement or any transactions contemplated hereby other
      than
      in any such court, and (iii) agrees that a final judgment in any such suit,
      action or other proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit or judgment or in any other manner provided by
      law.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day
      and year first above written.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SIGNATURE
      PAGE

     

    
      	 	
              SEQUOIA
                MEDIA GROUP, LC,

              a
                Utah limited liability company

            
	 	 
	 	
              By:

            	
              
                /s/
                  Chett B. Paulsen

              

            
	 	 	
              Name:

            	
              Chett
                B. Paulsen

            
	 	 	
              Title:

            	
              CEO/President

            


    

    


    


    
      	 	
              SECURE
                ALLIANCE HOLDINGS CORPORATION,

              a
                Delaware corporation

            
	 	 
	 	
              By:

            	
              
                /s/
                  Stephen P. Griggs

              

            
	 	 	
              Name:

            	
              Stephen
                P. Griggs

            
	 	 	
              Title:

            	
              President

            


    

    


    


    
      	 	
              SMG
                Utah, LC,

              a
                Utah limited liability company

            
	 	 
	 	
              By: Secure
                Alliance Holdings Corporation, its sole member

            
	 	 
	 	 
	 	
              By:

            	
              
                /s/
                  Stephen P. Griggs

              

            
	 	 	
              Name:

            	
              Stephen
                P. Griggs

            
	 	 	
              Title:

            	
              President