EIGHT HUNDRED
THOUSAND DOLLARS ($800,000), WHEREUPON SUCH EXCLUDED INVENTORY SHALL, TO THE
EXTENT EXCLUDED PURSUANT TO CLAUSE (A) OR (B), CEASE TO BE "PURCHASED ASSETS"
HEREUNDER AND SHALL BECOME "EXCLUDED ASSETS" AND THEREBY BE EXCLUDED FROM THE
PURCHASED ASSETS AND SHALL BE REFERRED TO HEREIN AS "EXCLUDED INVENTORY".
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SECTION 1.3
EXCLUDED ASSETS.
THE SELLERS
SHALL NOT SELL, CONVEY, TRANSFER OR ASSIGN TO ACQUIRER, AND ACQUIRER SHALL NOT
PURCHASE OR ACQUIRE ANY OF THE FOLLOWING ASSETS, OR ANY RIGHT, TITLE OR INTEREST
THEREIN (COLLECTIVELY, THE "EXCLUDED ASSETS"):
(A)
CASH ASSETS;
(B)
CLAIMS FOR AND RIGHTS TO RECEIVE REFUNDS,
REBATES, OR SIMILAR PAYMENTS OF TAXES FOR ANY PRE-CLOSING TAX PERIOD, ALL TAX
RETURNS AND ALL NOTES, WORKSHEETS, FILES OR DOCUMENTS RELATING THERETO;
PROVIDED, HOWEVER, THAT COPIES OF THE FOREGOING, TO THE EXTENT RELATED TO THE
BUSINESS OR THE PURCHASED ASSETS, SHALL BE DELIVERED TO ACQUIRER;
(C)
MINUTE BOOKS AND CORPORATE RECORDS OF THE
SELLERS;
(D)
PERSONNEL, EMPLOYEE COMPENSATION, MEDICAL
AND BENEFITS AND LABOR RELATIONS RECORDS RELATING TO EMPLOYEES OR PAST EMPLOYEES
OF THE SELLERS OTHER THAN SUCH RECORDS RELATING EXCLUSIVELY TO THE TRANSFERRED
EMPLOYEES;
(E)
THE SELLERS' INSURANCE POLICIES AND RIGHTS
THEREIN (OTHER THAN THE TRANSFERRED INSURANCE POLICIES);
(F)
ALL EQUIPMENT, MATERIALS, PROTOTYPES,
TOOLS, SUPPLIES, VEHICLES, FURNITURE, FIXTURES, IMPROVEMENTS AND OTHER TANGIBLE
ASSETS LOCATED ON THE FIRST FLOOR OF 9271 MERIDIAN WAY, WEST CHESTER, OHIO,
45069, EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.1(C) OR SECTION 1.3(F) OF THE
DISCLOSURE SCHEDULE;
(G)
ALL COMPUTER SOFTWARE SET FORTH ON
SECTION 1.3(G) OF THE DISCLOSURE SCHEDULE;
(H)
ALL RIGHT, TITLE AND INTEREST IN, TO AND
UNDER ALL CONTRACTS AND PLANS SET FORTH ON SECTION 1.3(H) OF THE DISCLOSURE
SCHEDULE (THE "EXCLUDED CONTRACTS");
(I)
ALL INSURANCE PROCEEDS RECEIVABLE BY THE
SELLERS, THE GUARANTOR OR ANY AFFILIATE THEREOF RELATING TO ANY EXCLUDED ASSET;
(J)
SECURITY DEPOSITS UNDER ALL LEASE
DOCUMENTS;
(K)
ALL PROCEEDS RECEIVABLE BY THE SELLERS
RELATING TO PRODUCTS PURCHASED FROM ANY SELLER OR ONE OF ITS DISTRIBUTORS BY THE
EMPLOYEES OF THE SELLERS, THE GUARANTOR OR ANY AFFILIATE THEREOF PURSUANT TO AN
EMPLOYEE PRODUCT DISCOUNT PROGRAM;
(L)
ASSETS SET FORTH ON SECTION 1.3(L) OF
THE DISCLOSURE SCHEDULE;
(M)
ALL RIGHTS OF THE SELLERS UNDER THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS, OR ANY OTHER AGREEMENT BETWEEN EITHER SELLER AND
THE ACQUIRER;
(N)
ANY ASSETS OWNED BY GUARANTOR OR ANY
AFFILIATES OF SELLERS;
(O)
ALL PERSONAL INFORMATION;
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(P)
ALL ACCOUNTS RECEIVABLE, NOTES RECEIVABLE
AND OTHER RECEIVABLES OF THE CANADIAN SELLER OR RELATED TO THE CANADIAN
BUSINESS;
(Q)
ALL ACCOUNTS RECEIVABLE, NOTES RECEIVABLE
AND OTHER RECEIVABLES OF THE US SELLER RELATING TO ITS THIRD PARTY PC
DISTRIBUTION BUSINESS;
(R)
ALL RETURNS OF INVENTORY OCCURRING AFTER
THE CLOSING RELATING TO THE CANADIAN SELLER, THE CANADIAN BUSINESS OR THE US
SELLER'S THIRD PARTY PC DISTRIBUTION BUSINESS;
(S)
ANY ACCOUNTS RECEIVABLE OR EXCESS INVENTORY
EXCLUDED FROM THE PURCHASED ASSETS PURSUANT TO SECTION 1.2(B) AND 1.2(C),
RESPECTIVELY; AND
(T)
ANY ASSETS OF GUARANTOR AND/OR DITAN
DISTRIBUTION LLC RELATED TO THE INVENTORY MANAGEMENT SERVICES AGREEMENT BY ANY
AMONG DITAN