AGREEMENT AND PLAN OF MERGER among

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

among

Z5 TECHNOLOGIES LLC

AEGIS MERGER CORPORATION

AEGIS INDUSTRIES, INC.

AND

THOMAS KEENAN VENTURES, LLC

May 31, 2007

TABLE OF CONTENTS

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ANNEXES, SCHEDULES AND EXHIBITS

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INDEX OF DEFINED TERMS

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           AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2007, by and among AEGIS INDUSTRIES, INC., a Nevada corporation (“ Holdings ”); AEGIS MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Holdings (“ Merger Co. ”, and together with Holdings, each a “ Purchaser ” and together, the “ Purchasers ”); Z5 TECHNOLOGIES LLC, a Connecticut limited liability company (the “ Company ”); and THOMAS KEENAN VENTURES, LLC, a Delaware limited liability company (the “ Seller ”).

           WHEREAS , the parties to this Agreement desire to effect the acquisition of the Company by Holdings through a merger of the Company and Merger Co.;

           WHEREAS , the Company has issued and outstanding 850,000 membership units (the “ Units ”) and the Seller is the holder of all of the issued and outstanding Units; and

          WHEREAS, the Company has determined that the consideration to be paid for each Unit in the Merger is fair to, and in the best interests of, the Company and the Seller, and has duly approved and adopted this Agreement, the Certificates of Merger and approved the proposed merger (the “ Merger ”) of the Company with and into Merger Co. in accordance with and subject to the terms and conditions of this Agreement, the Certificates of Merger and the Delaware Statute;

           WHEREAS , the Board of Directors of Merger Co. has duly approved and declared advisable this Agreement, the Certificate of Merger and the Merger in accordance with the Delaware Statute; and

           WHEREAS , concurrently herewith, this Agreement has been consented to and approved by the requisite membership interests of Seller, pursuant to the Delaware Statute and the Nevada Statute.

           NOW, THEREFORE, in consideration of the premises and the mutual benefits to be derived from this Agreement and the representations, warranties, covenants, agreements and conditions contained herein, the parties hereto hereby agree as set forth below.

ARTICLE I
DEFINITIONS

          Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in Annex I hereto.

ARTICLE II
GENERAL; CLOSING; CLOSING DELIVERABLES

           2.1        The Merger.

          In accordance with, and subject to, the terms and conditions of this Agreement, the Certificates of Merger, the Delaware Statute and the Connecticut Statute, upon the Closing Date, the Company shall be merged with and into Merger Co., which, at and after the Effective Time, shall be and is hereinafter sometimes referred to as the “ Surviving Corporation .” The Company

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and Merger Co. are hereinafter sometimes collectively referred to as the “ Constituent Corporations .”

           2.2       Effective Time of the Merger.

          The Merger shall become effective upon the filing by the Company of the Certificates of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Connecticut, as applicable, and the acceptance thereof and by making all other filings or recordings required under the Delaware Statute and the Connecticut Statute. The Certificates of Merger shall be executed and delivered in the manner provided under the Delaware Statute and Connecticut Statute, as applicable. The time when the Merger shall become effective is referred to in this Agreement as the “ Effective Time .”

           2.3       Effect of the Merger.

          Except as specifically set forth in this Agreement or in the Certificates of Merger, at the Effective Time, the separate existence and corporate organization of the Company shall cease, the Company shall be merged with and into the Surviving Corporation and the Merger shall have the effects provided in the Delaware Statute and the Connecticut Statute. Without limiting the generality of the foregoing, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Co. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Co. shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation

           2.4        Charter; By-Laws; Officers and Directors of Surviving Corporation; Voting Agreement.

          (a)      From and after the Effective Time: (a) the certificate of incorporation of Merger Co. shall be the certificate of incorporation of the Surviving Corporation until altered, amended or repealed as provided in the Delaware Statute; (b) the bylaws of Merger Co. shall be the bylaws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the Delaware Statute, the Surviving Corporation’s certificate of incorporation or such bylaws; and (c) the officers and directors of the Merger Co. shall become the officers and directors of the Surviving Corporation, respectively, unless and until removed or until their respective terms of office shall have expired in accordance with the Delaware Statute or the Surviving Corporation’s certificate of incorporation or bylaws, as applicable.

          (b)      Purchasers agree that for a period of not less than two years following the Closing Date: (x) Purchaser will cause Brendan Reilly to be appointed as President, Chairman and Chief Executive Officer of Holdings and President of Surviving Corporation; and (y) Alan Hurwitz will be appointed as Chief Financial Officer of Holdings.

           2.5       Closing.

          The closing (the “ Closing ”) of the consummation of the transactions contemplated by this Agreement shall take place at the offices of Robinson & Cole LLP, 695 E. Main Street, Stamford, Connecticut, or at such other place as may be mutually agreed upon by the parties ì

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hereto on the Closing Date.

           2.6       Closing Deliveries.

          (a)      At the Closing, the Company and the Seller shall deliver the following items to Holdings or Merger Co., as applicable, each in form and substance satisfactory to Holdings or Merger Co., as applicable:

          (i)      an assignment of all of Seller’s right, title and interest in the Membership Interest and the Units to Merger Co.;

          (ii)      a certificate of an officer of the Company, dated as of the Closing Date, certifying (a) the Company’s Fundamental Documents; (b) the incumbency of each officer executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby; and (c) the resolutions of the Company’s Manager and Seller approving the Merger, this Agreement and the Related Documents and all other agreements and documents contemplated hereby and thereby;

          (iii)      certificates of the Secretaries of State (or other applicable office) in which the Company is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to its good standing and non-delinquent Tax status;

          (iv)      a counterpart of any Related Document to which the Seller or the Company is a party, duly executed by such Person;

          (v)      a counterpart of each New Employment Agreement with each of Brendan Reilly and Alan Hurwitz, executed by such Persons;

          (vi)      all consents and approvals, including, without limitation, those consents and approvals set forth on Schedule 2.6(a)(vi ), in form and substance satisfactory to the Purchasers and their counsel, that are (i) required for consummation of the transactions contemplated by this Agreement and the Related Documents or (ii) that are required in order to prevent a breach of, or a default under, or a termination of, any Contract to which the Company is a party or to which any portion of its property or assets is subject;

          (vii)      a counterpart of a stock option agreement for Holdings Common Stock executed by each of the Persons holding Rollover Options;

          (viii)      a certificate of Seller, dated as of the Closing Date, certifying (a) Seller’s Fundamental Documents and (b) the incumbency of each Person executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby on behalf of the Seller;

          (ix)      a draft of the Current Report on Form 8-K due to be filed with the Securities and Exchange Commission by Holdings within four business days of the Closing Date, including therein a copy of the Company’s financial statements which constitute all of the financial statements that are required to be included in the Current - 6 –

Report on Form 8-K. For purposes of this Section 2.6(a)(viii) the term “business day” shall have the same meaning as set forth in the General Instructions to the Current Report on Form 8-K;

          (x)      an opinion of Robinson & Cole LLP, counsel to the Company and the Seller, dated as of the Closing Date, addressed to the Purchasers, in the Form attached hereto as Exhibit E ;

          (xi)      the minute books of the Company;

          (xii)      a counterpart of the Registration Rights Agreement executed by Seller; and

          (xiii)      copies of all filings and notices made or given by the Seller or the Company with Governmental Entities in connection with the consummation of the Merger or any of the other transactions contemplated by this Agreement and the Related Documents.

          (b)      At the Closing, Holdings or Merger Co., as applicable, shall deliver the following items to the Seller:

          (i)      the Note executed by Holdings;

          (ii)      the Merger Sub Guaranty executed by Merger Co.;

          (iii)      an original stock certificate representing Thirteen Million (13,000,000) shares of Holdings Common Stock registered in the name of Seller;

          (iv)      an original stock certificate representing Four Million (4,000,000) shares of the Holding Company Claw Back Stock in the name of Seller with the Restrictive Legend affixed;

          (v)      a counterpart of a stock option agreement with each of the Persons holding Rollover Options executed by Holdings;

          (vi)      a counterpart of any Related Document to which Holdings or Merger Co. is a party, duly executed by such Person;

          (vii)      a certificate of the Secretary of each Purchaser, dated as of the Closing Date, certifying (a) such Purchaser’s Fundamental Documents; (b) the incumbency of each officer executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby; and (c) the resolutions of each Purchasers’ board of directors approving this Agreement and the Related Documents to which such Purchaser is a party and all other agreements and documents contemplated hereby and thereby;

          (viii)      certificates of the Secretaries of State (or other applicable office) in which each Purchaser is organized and qualified to do business, dated as of a date not more than

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five (5) Business Days prior to the Closing Date, certifying as to its good standing and non-delinquent Tax status;

          (ix)      a counterpart of any Related Document to which any Purchaser is a party, duly executed by such Person;

          (x)      a counterpart of each New Employment Agreement with each of Brendan Reilly and Alan Hurwitz, executed by Holdings;

          (xi)      a counterpart of the Registration Rights Agreement executed by Holdings;

          (xii     ) a certificate of Purchasers, dated as of the Closing Date, certifying (a) Purchasers’ Fundamental Documents and (b) the incumbency of each Person executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby on behalf of Purchasers; and

          (xiii)      an opinion of Richardson & Patel LLP, counsel to the Purchasers, dated as of the Closing Date, addressed to the Seller, in the Form attached hereto as Exhibit F .

ARTICLE III
PAYMENT OF MERGER CONSIDERATION; EFFECT OF MERGER ON CAPITAL
STOCK OF CONSTITUENT CORPORATIONS

           3.1        Merger Consideration; Effect on Capital Stock.

          The manner and basis of converting, exchanging or canceling the shares of capital stock of each of the Constituent Corporations into or for capital stock of the Surviving Corporation, shall be as follows:

          (i)      each share of common stock, $0.01 par value per share, of Merger Co. issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, $0.01 par value per share, of the Surviving Corporation;

          (ii)      the Membership Interests shall be cancelled and, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be automatically converted into the right to receive, at the Effective Time, the Note and the Holding Company Stock (together, the “ Merger Consideration ”); and

          (iii)      the Rollover Options shall be cancelled and, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding and be automatically converted into the right to receive, at the Effective Time, options to purchase an aggregate of 3,000,000 shares of the common stock of Holdings pursuant to the Equity Participation Plan in the amounts set forth on Schedule 6.3(a) for a purchase price of $0.25 per share.

           3.2        No Further Ownership Rights in Membership Interests.

          The Merger Consideration paid in respect of the Membership Interests in accordance with

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the provisions of this Article III and the Certificates of Merger shall be deemed to have been paid in full satisfaction of all rights pertaining to the Membership Interests. The stock transfer books of the Surviving Corporation shall be closed with respect to the Membership Interests of the Company, and there shall be no further registration of transfers of the Membership Interests of the Company thereafter on the records of the Surviving Corporation. If, after the Effective Time, certificates or other documents representing units of Membership Interest are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article III and the Certificate of Merger.

ARTICLE IV
MERGER CONSIDERATION

           4.1       Delivery of Merger Consideration.

          At the Effective Time, upon surrender by Seller to Merger Co. of the Membership Interest, and subject to the further terms and conditions set forth herein, in consideration for Seller’s delivery of the Membership Interest, Merger Co. shall pay to the Seller for the Membership Interests so acquired from Seller, the Note and the Holding Company Stock.

           4.2        Claw Back.

          (a)      Subject to the provisions of Sections 4.2(b) and 4.2(c) below, if, during the period from July 1, 2007 through June 30, 2008 (the “ Claw Back Period ”), the Surviving Corporation fails to achieve EBITDA of $1,250,000 or more (the “ Target EBITDA ”), Seller shall be obliged to transfer to Holdings 4,000,000 shares of Holding Company Stock (the “ Holding Company Claw Back Stock ”) for cancellation.

          (b)      Within thirty (30) days following the Claw Back Period, Holdings shall cause its auditors or other independent accountants to which Seller consents in writing to provide Seller a written statement indicating the Surviving Corporation’s EBITDA during the Claw Back Period, together with such notes and worksheets as shall be necessary to permit Seller or its representative to analyze the Surviving Corporations’ EBITDA during the Claw Back Period (the “ Accountant’s Statement ”). If Seller objects to the Accountant’s Statement, Seller shall provide Holdings with a written notice stating in reasonable detail the basis for its objection (an “ Objection Notice ”), provided however , that if Seller fails to provide Holdings an Objection Notice within thirty (30) days of its receipt of the Accountant’s Statement, Seller shall be deemed to have accepted the Accountant’s Statement. If Seller timely provides Holdings with an Objection Notice, the parties shall attempt through good faith negotiations to resolve the objection within thirty (30) days of Seller’s tendering the Objection Notice, (such period of resolution and negotiation following the Claw Back Period, hereinafter, the “ Resolution Period ”). In the event the parties are unable to resolve their disagreement regarding the Accountant’s Statement, either party shall have the right to refer the dispute to arbitration as set forth in Section 12.8.

          (c)      During the Claw Back Period, Purchasers shall:

          (i)      provide Seller with a written statement, on or before the prescribed filing date, inclusive of any permitted extension, for the filing of the applicable Securities Exchange Act of 1934, as amended, report covering the end of each fiscal quarter,

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indicating the Surviving Corporation’s EBITDA for such fiscal quarter;

          (ii)      cause the Surviving Corporation to conduct its operations in the Ordinary Course of Business consistent with past practice, in good faith, without the addition of any material expenses to the Surviving Corporation (without the prior written consent of Seller), and taking into consideration, inter alia , fiduciary duties of the Board of Directors of the Surviving Corporation;

          (iii)      cause allocations of expenses to the Surviving Corporation to be reasonable and in no event disproportionate to the services and support actually provided to the Surviving Corporation as compared to the services and support actually provided to Purchasers and their Affiliates or divisions;

          (iv)      not terminate the Employment Agreement of Brendan Reilly and Alan Hurwitz without Cause (as such term is defined in the New Employment Agreements); and

          (v)      not permit to occur a change of Control of the Surviving Corporation.

          In the event of Purchasers’ breach of any of the covenants set forth in this Section 4.2(c), as Seller’s (but not Mr. Reilly’s or Mr. Hurwitz’) exclusive remedy in respect of a breach of such covenants, Holdings’ rights under Sections 4.2(a) and 4.2(b) shall terminate and be of no further force or effect, without further action on the part of Seller.

          (d)      During the Claw Back Period, Seller shall not transfer, sell or otherwise encumber the Holding Company Claw Back Stock. If Seller tenders an Objection Notice, Seller shall not transfer, sell or otherwise encumber the Holding Company Claw Back Stock until the parties resolve their disagreement including through arbitration as described in Section 12.8. The Holding Company Claw Back Stock shall bear the following restrictive legend (the “ Restrictive Legend ”):

          “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER OF THE COMPANY DATED MAY 31, 2007 AND MAY ONLY BE TRANSFERRED SUBJECT TO THE TERMS OF SECTION 4.2(d) OF SUCH AGREEMENT.”

           4.3        Purchase Price Allocation .

          The sum of the Purchase Price and the assumed liabilities shall be allocated among the assets of the Company as of the Closing Date in accordance with Exhibit H and Section 1060 of the Code. Not later than sixty (60) days after the Closing Date, Seller shall prepare and deliver to Purchasers copies of Form 8594 and any required exhibits thereto (the “ Asset Allocation Statement ”) allocating the Purchase Price and the assumed liabilities among the assets of the Company as of the Closing Date consistent with the allocations set forth on Exhibit H and in accordance with section 1060 of the Code. Seller shall prepare and deliver to Purchasers from time to time revised copies of the Asset Allocation Statement (the “ Revised Asset Allocation Statement ”) so as to report any matters on the Asset Allocation Statement that need updating as a

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result of Purchase Price adjustments, if any. The Purchase Price paid by Purchasers for the assets of the Company shall be allocated in accordance with the Asset Allocation Statement or, if applicable, the last Revised Asset Allocation Statement provided by Seller to Purchasers, and all Tax Returns filed by or with respect to Seller and Purchasers shall be prepared consistently with such allocation.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SELLER

          Seller represents and warrants to the Purchasers as set forth below.

           5.1        Title to the Units.

          Seller is the lawful owner, of record and beneficially, of all of the Units and has good, valid and marketable title to such Units, free and clear of any Encumbrances whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Seller is not the subject of any bankruptcy, reorganization or similar Proceeding. Except for this Agreement and as set forth on Schedule 5.1(a) there are no outstanding Contracts or understandings between Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Equity Interests of the Company and, except as contemplated by this Agreement, the Related Documents or the transactions specifically contemplated hereby and thereby, no Person has any right whatsoever to receive or acquire any Equity Interests of the Company. Seller acquired the Units in one or more transactions exempt from registration under the Securities Act and state securities and “blue sky” laws.

           5.2       Authorization of Transaction.

          Seller has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which Seller is or will be a party. This Agreement and each Related Document to which Seller is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by Seller. This Agreement and each Related Document to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller. This Agreement and each Related Document to which Seller is or will be a party is, or upon the execution thereof will be, assuming the due and valid execution and delivery thereof by the other parties thereto, the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

           5.3       Non-contravention.

          Except as set forth on Schedule 5.3(c) , none of the execution, delivery and performance by Seller of this Agreement or the Related Documents to which Seller is or will be a party, the consummation of the transactions contemplated hereby or thereby or compliance by Seller with any of the provisions hereof or thereof will violate (a) the Fundamental Documents of Seller,

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(b) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under any term, condition or provision of any Contract to which Seller is a party, or by which such Seller or its assets may be bound or (c) violate any Law applicable to Seller or any of its properties.

           5.4       Proceedings.

          As of the date hereof there are not (a) any outstanding Orders against Seller, (b) Proceedings pending, or, to Seller’s Knowledge, threatened against Seller, or investigations by any Governmental Entity that are pending, or to Seller’s Knowledge, threatened against Seller that would reasonably be expected to give rise to any legal restraint or a prohibition against the transactions contemplated in this Agreement.

           5.5        Consents.

          Other than as obtained prior to the date hereof and of which the Purchasers have prior notice, no consent, approval, Permit or authorization, of or by, or any notification of or filing with, any Governmental Entity or Person is required in connection with the execution, delivery and performance by Seller of this Agreement or the Related Documents to which Seller is or will be a party or the consummation by Seller of the Merger, or any of the other transactions contemplated hereby or thereby.

           5.6        Brokers.

          Seller has not employed any broker or finder. There is no investment banker, broker, finder or other agent or intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement or the Related Documents.

           5.7       Certain Investment Representations.

          (a)      Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

          (b)      Seller is acquiring the Holdings Common Stock for investment for Seller’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except as permitted by Law, including, without limitation, the Securities Act. Seller has no present intent to resell or distribute all or any part of its Holdings Common Stock. Seller was not organized for the specific purpose of acquiring the Holdings Common Stock.

          (c)      Seller has been advised that the Holdings Common Stock has not been registered under the Securities Act, that the shares of the Holdings Common Stock may not be sold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available and that accordingly Seller may be required to bear the economic risk of the investment in the Holdings Common Stock for an indefinite period of time.

          (d)      Seller has been given the opportunity to obtain any information or documents, and

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to ask questions and receive answers about such documents, Holdings and its Subsidiaries and the business and prospects of Holdings and its Subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of this Agreement), as it deems necessary to evaluate the merits and risks related to its investment in the Holdings Common Stock and no representations concerning such matters or any other matters related to such investment have been made to Seller except as set forth in this Agreement. Seller has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for Seller, including the tax and other economic considerations related to the investment.

          (e)      Seller: (i) has knowledge and experience in financial and business matters such that Seller is capable of evaluating the merits and risks of the purchase of the Holdings Common Stock as contemplated by this Agreement; (ii) understands and has taken cognizance of all risk factors related to the purchase of the Holdings Common Stock; and (iii) is able to bear the economic risk of the investment in the Holdings Common Stock for an indefinite period of time and can afford to suffer a complete loss of the investment in such Holdings Common Stock.

          (f)      Seller has been informed that the offer of the Holdings Common Stock is being made pursuant to an exemption from the registration requirements of the Securities Act relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority.

          (g)      Seller is not subscribing for the Holdings Common Stock as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to the Seller in connection with investments in securities generally.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES ABOUT THE COMPANY

          Seller represents and warrants to the Purchasers as set forth below.

           6.1       Organization; Good Standing; Qualification and Power.

          The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The Company has all requisite power and authority (corporate or otherwise) to own, lease and operate its properties and to carry on its business as now being conducted and proposed to be conducted, and, except as set forth on Schedule 6.1 , is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except to the extent that any failure to qualify could not reasonably be anticipated to have a Material Adverse Effect, each of which jurisdictions is set forth on Schedule 6.1 .

           6.2        Authority; Noncontravention; Consents.

          (a)      The Company has all the requisite power and authority to enter into this

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Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which it is a party and all related transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Document to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and each Related Document to which the Company is a party has been duly and validly executed and delivered by the Company and this Agreement and each Related Document to which it is a party is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

          (b)      Neither the execution, delivery and performance of this Agreement and the Related Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any provision hereof or thereof will: (i) except as set forth on Schedule 6.2(b) , conflict with, or result in any violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under, or result in the creation of any Encumbrance upon any asset of the Company, under any term, condition or provision of (a) the Fundamental Documents of the Company or (b) except as set forth on Schedule 6.2(b) , any Contract to which the Company is a party or by which any of its properties or assets are bound; or (ii) violate any Laws applicable to the Company, the Subject Business or any of its properties.

          (c)      Except as set forth on Schedule 6.2(c) , no consent, approval, Order or authorization of, registration, declaration or filing with, or notification to any Governmental Entity or any third party is required in connection with the execution, delivery and performance by the Company of this Agreement or the Related Documents to which the Company is a party or the consummation of the Merger or any of the other transactions contemplated hereby or thereby.

           6.3       Capitalization.

          (a)      The Company has 850,000 Units of Membership Interest issued and outstanding and has granted to those employees, advisors and consultants set forth on Schedule 6.3(a) options to purchase 150,000 Units of Membership Interest in the Company (the “ Rollover Options ”). No current or former member or any other Person is contesting or, to the Knowledge of the Seller, has a valid basis for contesting the ownership of the Membership Interests or any Distributions or contributions relating thereto. Except for the Rollover Options and other than the Units, there are no other Equity Interests of the Company authorized, issued or outstanding. All of the Units are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 6.3(a) , the Company has not made any Distribution within the preceding three (3) years and no current or former holder of any Units has any right to receive any Distribution.

          (b)      Except for the Rollover Options, or as contemplated by this Agreement, or as set forth on Schedule 6.3(b) , there are no Securities outstanding which are convertible into,

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exchangeable for, or carrying the right to acquire, Equity Interests of the Company, or subscriptions, warrants, options, calls, puts, convertible securities, registration or other rights, arrangements or commitments obligating the Company to issue, sell, register, purchase or redeem any of its Equity Interests or any ownership interest or rights therein. Except as specifically contemplated by this Agreement, there are no voting trusts or other agreements or understandings to which the Company is bound with respect to the voting of any Equity Interests of the Company. Except as disclosed on Schedule 6.3(b) , there are no stock appreciation rights, phantom stock rights or similar rights or arrangements outstanding with respect to the Company, and no derivative instruments issued by the Company exist, the underlying security of which is an Equity Interest of the Company.

          (c)      Except for the Rollover Options, or as set forth on Schedule 6.3(c) , or as specifically contemplated by this Agreement, there are no Contracts, commitments, arrangements, understandings or restrictions to which the Company is bound relating in any way to any Equity Interest of the Company, including any rights of first refusal and any rights of first offer.

          (d)      All Securities issued by the Company, have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or “blue sky” laws, and the Company has not violated the Securities Act or any applicable state securities or “blue sky” laws in connection with the issuance of any such Securities.

           6.4        Subsidiaries; Investments.

          Other than as set forth on Schedule 6.4 , the Company has no Subsidiaries. The Company does not own, directly or indirectly, any Equity Interest in any Person, except for the entities set forth on Schedule 6.4 .

           6.5        Financial Statements; Funded Indebtedness; Audit Controls; and Inventory.

          (a)      Attached hereto as Schedule 6.5(a)(i) are true, correct and complete copies of the Company’s financial statements prepared and reviewed by the Company’s accounting firm (the “ Financial Statements ” with the balance sheet as of March 31, 2007 being the “ Latest Balance Sheet ” and the date thereof being the “ Latest Balance Sheet Date ”). Except as set forth on Schedule 6.5(a)(ii) , the Financial Statements (i) are in accordance with the books and records of the Company, and (ii) fairly present the financial condition of the Company as of the respective dates indicated and the results of operations and cash flows of the Company for the respective periods indicated.

          (b)       Schedule 6.5(b) sets forth a true, correct and complete accounting of the Funded Indebtedness owed by the Company to any Person, calculated as of the date hereof in accordance with GAAP. The Company and the Seller have performed in all material respects all of their respective obligations required to be performed by it under each document evidencing Funded Indebtedness and there is no continuing event of default under any document evidencing Funded Indebtedness.

          (c)      Schedule 6.5(c) sets forth a true, correct and complete list of (a) all bank accounts and safe deposit boxes of the Company and all Persons who are signatories thereunder or who

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have access thereto and (b) the names of all Persons holding general or special powers of attorney from the Company and a summary of the terms thereof.

          (d)       Schedule 6.5(d) sets forth a complete list of all amounts received by the Company as deposits or advances in respect of services that have not yet been performed, and for which the Company has not recognized revenue as of the Closing Date and the names of the customers from whom such amounts were received.

           6.6       Absence of Undisclosed Liabilities.

          The Company has no Liabilities, except for (a) the Liabilities set forth on Schedule 6.6 ; (b) Liabilities reflected in the Liabilities Section of the Latest Balance Sheet and (c) Liabilities that have arisen since the Latest Balance Sheet Date in the ordinary course of business (none of which are material (individually or in the aggregate) or relate to breach of Contract, breach of warranty, tort, infringement, violation of Law, Order or Permit, or any Proceeding (including any Liability under any Environmental Laws)).

           6.7        Absence of Changes.

          Since the Latest Balance Sheet Date, there has not been any Material Adverse Effect with respect to the Company and to the Knowledge of Seller no event has occurred and no circumstance or condition exists which has had or could reasonably be expected to have a Material Adverse Effect on the Company. Since the Latest Balance Sheet Date, except as set forth on Schedule 6.7 , the Company has been operated in the ordinary course, consistent with past practice. Without limiting the foregoing, except as set forth on Schedule 6.7 , since the Latest Balance Sheet Date:

          (a)      the Company has not declared, set aside or paid any dividends on or made any other Distribution in respect of any of its Equity Interests, or made any payment or transfer of consideration of any kind to any Affiliate of the Company or any Affiliate or relative of any such Affiliate, other than (i) payments or transfers in satisfaction of amounts reflected on the Latest Balance Sheet, (ii) salary and ordinary course expense reimbursement, or (iii) costs or expenses incurred and repaid subsequent to the Latest Balance Sheet Date;

          (b)      the Company has not split, combined or reclassified any of its Equity Interests or issued or authorized or proposed the issuance or authorization of any Securities in respect of, in lieu of, or in substitution for Equity Interests or repurchased, redeemed or otherwise acquired any of its Equity Interests;

          (c)      the Company has not issued, delivered, pledged, encumbered or sold, or authorized or proposed the issuance, delivery, pledge, Encumbrance or sale of, any of its Equity Interests or proposed any change in its equity capitalization;

          (d)      the Company has not sold, transferred, licensed, pledged, mortgaged or otherwise disposed of tangible or intangible assets (other than inventory in the ordinary course of business) with an aggregate fair market value of greater than $25,000;

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          (e)      the Company has not amended its Fundamental Documents;

          (f)      other than as contemplated under this Agreement and the Related Documents, the Company has not acquired or agreed to acquire by merging or consolidating with, or by purchasing any material portion of the Equity Interests or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;

          (g)      no party (including the Company) has accelerated, terminated, modified or canceled or waived any material right under any Contract (or series of related Contracts) involving more than $25,000 to which the Company is a party or by which it is bound and, to the Knowledge of the Seller, no other party intends to take any such action, and no modification in excess of $25,000 has been made to any such Contract;

          (h)      the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $25,000 individually or $50,000 in the aggregate;

          (i)      there has not been any labor strike, material dispute or grievance, picketing activity, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against, involving or affecting the Company, and no event has occurred that could reasonably be expected to give rise to any such strike, dispute, grievance, slowdown, picketing or stoppage and there has not been any union organizing campaigns;

          (j)      there has not been any write-down or write-up of the value of any asset of the Company other than in the ordinary course of business, or any write-off of any accounts receivable or notes receivable of the Company;

          (k)      there has not been any change in the Tax or accounting methods or principles used by the Company or any change in depreciation or amortization policies or rates theretofore adopted;

          (l)      there has not been any material change in the time or manner in which the Company extends discounts or credit to customers, collects receivables from customers, or otherwise deals with customers;

          (m)      there has not been any material change in the time or manner in which the Company pays its payables to suppliers and vendors, or otherwise deals with suppliers and vendors;

         (n)      there has not been any material change in the business policies in which the Company calculates or determines its Working Capital;

          (o)      the Company has continued to invest in capital expenditures in accordance with its annual budget and past practices;

          (p)      the Company has not altered its credit policies or practices or its payment policies

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or practices;

          (q)      there has not been any material change in any distribution platform where the Company conducts business with any of its customers; and

          (r)      there has been no Contract, understanding or authorization for the Company to take any of the actions specified in this Section 6.7.

           6.8        Tax Matters.

          (a)      Except as set forth on Schedule 6.8 , the Company has: (i) timely filed all Tax Returns required to be filed by it through the date hereof and as of the Closing Date with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed (taking into account extensions to which it was entitled), and such Tax Returns were (and will be) true, correct and complete in all material respects; and (ii) timely paid or caused to be paid all Taxes required by it to be paid through the date hereof and as of the Closing Date.

          (b)      The Company has complied in all material respects with all applicable Laws relating to the collection, withholding and paying over of Taxes (such as (i) sales or use Taxes or (ii) payroll Taxes or other Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member, stockholder or any other third party).

          (c)      The Company is not, and has never been, a party to any Tax sharing indemnity or similar agreement allocating Tax liability that will not be terminated on the Closing Date without any future liability to the Company or the Surviving Corporation (including for past Taxes).

          (d)      No claim has ever been made by any Tax authority in a jurisdiction in which the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and no basis exists for any such claim to be made.

          (e)      There are no liens for Taxes (other than Taxes not yet due and payable or which are being contested in good faith in appropriate proceedings) upon any of the assets of the Company.

           6.9       Title to assets.

          The Company has good, valid and marketable title to the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except inventory or other property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in Schedule 6.9 and Permitted Encumbrances. Except as set forth on Schedule 6.9 , the fixed assets of the Company are in good operating condition and repair (ordinary wear and tear excepted). The assets, properties and interests in properties of the Company to be owned, leased or licensed by the Surviving Corporation after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to

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enable it to carry on the Subject Business as presently conducted and proposed to be conducted by the Surviving Corporation.

           6.10       Real Property.

          (a)      The Company does not currently own, and has not at any time owned, any real property. Schedule 6.10(a) contains a true, correct and complete list and brief description of all of real property in which the Company has a leasehold interest held under leases, subleases, licenses and/or other types of occupancy agreements (the “ Real Property Leases ”), including any requirement of consent of the lessor to consummate the Merger or any of the other transactions contemplated hereby or for the Surviving Corporation to continue after the Closing to lease the applicable property on the same terms and conditions as in effect immediately prior to the Closing. The real property in respect of which the Company has any Real Property Leases (the “ Real Property ”) constitutes all real properties used or occupied by the Company in connection with the Subject Business, or that will be required by the Surviving Corporation for the Subject Business.

          (b)      With respect to the Real Property, except as set forth on Schedule 6.10(b) :

          (i)      no portion thereof is subject to any pending condemnation or eminent domain Proceeding or other Proceeding by any public or quasi-public authority and there is no threatened condemnation or eminent domain Proceeding or other Proceeding with respect thereto;

          (ii)      the Company is the owner and holder of all of the leasehold estates purported to be granted by the Real Property Leases and each Real Property Lease is in full force and effect and constitutes a valid and binding obligation of the Company, and to the Company’s Knowledge, of the other parties thereto;

          (iii)      there are no Contracts, written or oral, to which the Company is a party, granting to any other party the right of use or occupancy of any portion of the Real Property; and

          (iv)      there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (iii) above) in possession of any portion of the Real Property.

           6.11        Intellectual Property.

          (a)       Schedule 6.11(a) contains a complete list of each registered, applied for, or issued item of Intellectual Property owned by the Company that is material to the conduct of the Subject Business (the “ Company’s Intellectual Property Assets ”), including without limitation: (i) all patented or registered Intellectual Property owned by the Company and used in connection with the Subject Business; (ii) all pending patent applications and applications for registrations of other Intellectual Property filed by or on behalf of the Company and used in connection with the Subject Business; (iii) all registered trade names, trademarks, corporate names, domain names, trademarks and service marks owned by the Company and used in connection with the Subject Business; (iv) all registered copyrights and computer software used in connection with the Subject Business owned by the Company; and (v) a clear identification of the relative ownership rights of the Company in the foregoing. Schedule 6.11(a) also contains a complete list of all licenses and other

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rights granted by the Company to any third party, and all licenses and other material rights granted by any third party to the Company, with respect to any of the Company’s Intellectual Property Assets, except for licenses for “off the shelf” software.

          (b) Except as set forth on Schedule 6.11(b) , to its Knowledge, the Company (i) owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license as indicated on Schedule 6.11(a) ) all of Company’s Intellectual Property Assets described on Schedule 6.11(a) which is necessary for the operation of the Subject Business, and (ii) owns or possesses (or has the right to use pursuant to a valid and enforceable license as indicated on Schedule 6.11(a) ) all of Company’s Intellectual Property Assets (whether or not set forth on Schedule 6.11(a) ) which are material to the Subject Business and necessary for the Subject Business as presently conducted, including, without limitation, the right to market, sell, offer to sell, license and grant others the right to use, market, sell, or offer to sell, and license the Company’s Intellectual Property Assets, without any conflict with, infringement or misappropriation of the intellectual property rights of others. To its Knowledge, the Company has taken all commercially reasonable actions to maintain and protect its interests and rights in all of the Company’s Intellectual Property Assets. Except as set forth on Schedule 6.11(b) :

          (i)      there are no outstanding claims which have been made in writing, whether on paper or electronically, or, to Seller’s Knowledge, verbally, against the Company, or, to Seller’s Knowledge, against any customer of the Company, asserting the invalidity, misuse or unenforceability of any of the Company’s Intellectual Property Assets or that the Company’s Intellectual Property Assets in any manner infringe, violate or involve the misappropriation of the intellectual property or other proprietary rights of any other Person;

          (ii)      the Company has not received any outstanding written, verbal or electronic notice of any infringement or misappropriation by, or conflict with, any Person with respect to any of the Company’s Intellectual Property Assets (including any demand or request that the Company license rights from any Person or cease licensing or servicing any of its products or services);

          (iii)      to Seller’s Knowledge, the conduct of the Subject Business, including, without limitation, the use, sale, offer to sell, license and use by customers of the Company’s Intellectual Property Assets subject to Contracts, has not infringed, misappropriated, or violated, and does not infringe, misappropriate or violate, any Intellectual Property or other proprietary right of any other Person;

          (iv)      to Seller’s Knowledge, none of the Company’s Intellectual Property Assets have been infringed, misappropriated or violated by any other Person; and

          (v)      to Seller’s Knowledge, except with respect to licenses of commercial off-the-shelf software, and except pursuant to the licenses listed in Schedule 6.11(e) , the Company is not required, obligated, or under any liability whatsoever, to make any payments by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to any of the Company’s Intellectual Property Assets or other third party, with respect to the use thereof or in connection with the conduct of the Subject Business as

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currently conducted or proposed to be conducted.

          (c)      Each of the licenses set forth in Schedule 6.11(a) with respect to the Company’s Intellectual Property Assets is in full force and effect and to the Knowledge of Seller is the legal, valid and binding obligation of the licensor, enforceable against each of them in accordance with its terms. The Company is not in default under any such license, nor is any other party to any such license in default thereunder, and to Seller’s Knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any such license has exercised any termination rights with respect thereto. To Seller’s Knowledge, if any such license purports to grant the Company exclusive rights in or to any of the Company’s Intellectual Property Assets, such license does, in fact, grant such rights to the exclusion of any other Person.

          (d)      To Seller’s Knowledge, the Company has sufficient title and ownership of or licenses to or otherwise possess all necessary rights to use and to grant others the right to use all of the Company’s Intellectual Property Assets, including, without limitation, to market, sell, license, and grant others the right to use, market, sell and license the Company’s Intellectual Property Assets, without any conflict with, infringement or misappropriation of any Intellectual Property of others.

          (e)      Except as set forth on Schedule 6.11(e) , there are no royalties, fees or other payments payable by the Company to any person by reason of the ownership, use, sale, license or other disposition of any of the Company’s Intellectual Property Assets.

          (f)      To its Knowledge, the Company is not, or will not be, as a result of the execution and delivery of this Agreement, or any Related Documents, or the closing of the Merger or other performance of the obligations under this Agreement, or any of the other Related Documents, in breach of any license, sublicense or other agreement relating to the Company’s Intellectual Property Assets or of any third party Intellectual Property.

          (g)      the Company has not been served with process, and, to the Seller’s Knowledge, is not aware that any Person is intending to serve process on the Company or any customer of the Company’s, in any proceeding which involves a claim of infringement, violation or misappropriation of any intellectual property of any third party. The Company has not brought any proceeding for infringement, violation or misappropriation of any Intellectual Property or breach of any license or agreement involving any of the Company’s Intellectual Property Assets against any third party.

          (h)      To its Knowledge, no former officer, employee or consultant of the Company or of any of its predecessors has, or could have, any right, title, interest or other claim in, to or under any of the Company’s Intellectual Property Assets.

          (i)      Except as set forth on Schedule 6.11(i) , there are no outstanding options, licenses or agreements of any kind relating to any of the Company’s Intellectual Property Assets, nor is the Company bound by or a party to any options, licenses or agreements of any kind, including without limitation obligations to pay any royalties or other payments with respect to the intellectual property rights of any other Person.

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           6.12        Contracts.

          (a)      Except as set forth on Schedule 6.12(a ), the Company is not a party to any:

          (i)      Employment Agreements;

          (ii)      Contract relating to any Funded Indebtedness or to the mortgaging, pledging or otherwise placing an Encumbrance on any asset or group of assets of the Company;

          (iii)      Contract with respect to the lending or investing of funds;

          (iv)      Contract with respect to any form of intangible property, including any of the Company’s Intellectual Property Assets or Confidential Information;

          (v)      Contract or group of related Contracts with the same party for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $25,000;

          (vi)      Contract that restricts it from freely engaging in business (including the Subject Business) anywhere in the world;

          (vii)      distributorship, dealer, sales, advertising, agency, promotional services, retail promotional management, marketing platform, manufacturer’s representative or other similar Contracts;

          (viii)      Contract for the acquisition or disposition of a Person or a division of a Person made within the preceding six (6) years (whether or not such acquisition or disposition was consummated);

          (ix)      Contract or arrangement for the sale of any assets, properties or rights other than the sale of services or products in the ordinary course of business at historical profit margins;

          (x)      partnership agreement, limited liability company agreement or joint venture agreement or any agreement governing the ownership or disposal of any Equity Interests of any Person (including the Company);

          (xi)      Contract for any settlement agreement in respect of a Proceeding;

          (xii)      Contract with a remaining term of greater than six (6) months;

          (xiii)      lease (other than any Real Property Lease) that requires annual aggregate payments in excess of $25,000;

          (xiv)      other Contracts not covered by the foregoing, (A) that is not terminable by the Company without penalty upon advance notice of thirty (30) days or less and involves

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aggregate consideration in excess of $25,000 or (B) that involves aggregate consideration in excess of $50,000;

          (xv)      Contracts for any charitable or political contributions; or

          (xvi)      other Contract which could reasonably be determined to be material to the Subject Business.

          (b     ) Schedule 6.12(a) sets forth a true, correct and complete list of all amendments, modification and supplements to, or waivers under, the items listed thereon. All items listed on Schedule 6.12(a) are in full force and effect, constitute legal, valid and binding obligations of the respective parties thereto, and are enforceable in accordance with their respective terms. To the Knowledge of Seller, the Company has performed all of the obligations required to be performed by it to date, and there exists no default, or any event, including without limitation, the execution and delivery of this Agreement, or the consummation of the Merger or any other transaction contemplated hereby, which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Company or any other party to any of the foregoing of their respective obligations thereunder. The Company has furnished to Purchasers true, correct and complete copies of all items listed in Schedule 6.12(a) or any other Schedule and complete descriptions of all material terms of any oral Contracts described therein.

          (c)      To the Knowledge of Seller, except as set forth in Schedule 6.12(c) , no other party to any Contract required to be listed in Schedule 6.12(a) intends to cancel or terminate any such Contract or decrease, limit or otherwise modify the goods or services purchased from the Company under any such Contract.

           6.13        Litigation.

          (a)      Except as set forth on Schedule 6.13(a) , there are no (i) Proceedings pending or, to the Knowledge of the Seller, threatened against the Company, whether at law or in equity, or before or by any Governmental Entity nor does there exist any basis therefor or (ii) Orders of any Governmental Entity or arbitrator against the Company, the Subject Business or any of its properties or assets.

          (b)       Schedule 6.13(b) lists each Proceeding that (i) resulted in any criminal sanctions or (ii) within the last five (5) years, resulted in payments in excess of $25,000, in each case by or against the Company or any of its officers or directors in their capacity as officers or directors of the Company (whether as a result of a judgment, civil fine, settlement or otherwise).

           6.14       Compliance; Governmental Authorizations.

          (a)      The Company and the Subject Business have been and are in compliance with all Laws, Orders or Permits applicable to its assets, properties, businesses and operations, except for such non-compliance as would not be reasonably anticipated to have a Material Adverse Effect. Except as set forth on Schedule 6.14(a) , no investigation or review by any Governmental Entity with respect to the Company is pending or, to the Knowledge of the Seller, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same, nor does there

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exist any basis therefor.

          (b)      The Company has all Permits necessary or advisable for its operations and the conduct of the Subject Business, such Permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no Proceeding is pending or, to the Knowledge of the Seller, threatened to revoke or limit any thereof. The Company has taken all action reasonably necessary to maintain each Permit. Schedule 6.14(b) contains a true, correct and complete list of all Permits under which the Company is operating or by which it or any of its assets or properties is bound, and the Company has furnished to Purchasers true, correct and complete copies thereof. There is to the Knowledge of Seller no proposed change in any applicable Law which would require the Company or, to the Knowledge of the Seller, the Surviving Corporation to obtain any Permits not set forth on Schedule 6.14(b) in order to conduct the Subject Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 6.14(b) shall be adversely affected as a result of the Company’s execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or thereby. The Company has delivered to the Purchasers a true and correct copy of each Permit.

          (c)      No Governmental Entity regulating the services performed by the Company in connection with the Subject Business has requested in writing that any such services be modified in any way. There is no Law, and, to the Knowledge of the Seller, there is no proposed or pending Law, which would prohibit or restrict the Company from, or otherwise materially adversely, affect the Company in, conducting the Subject Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.

           6.15       Employees; Labor Relations.

          (a)       Schedule 6.15(a) contains a true and complete list of (i) all of the officers of the Company, specifying their position, annual rate of compensation, date of hire, work location and the allocation of amounts paid and other benefits provided to each of them, respectively, and any other information reasonably requested by the Purchasers and (ii) all of the employees (whether full-time, part-time or otherwise), consultants and independent contractors of the Company as of the date hereof, specifying their position, annual salary, date of hire, work location, terms of compensation and the allocation of amounts paid and other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or of the rendering of services by such independent contractor and any other information reasonably requested by the Purchasers. Except as set forth on Schedule 6.15(a) , the Company is not a party to or bound by any Employment Agreement (whether written or oral). The Company has provided to the Purchasers true, correct and complete copies of each such Employment Agreement. The Company has not received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any person named on Schedule 6.15(a) . Except as set forth on Schedule 6.15(a) , the Company has not made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Merger or

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any of the other transactions contemplated hereby or otherwise. To the extent any employee is on a leave of absence, Schedule 6.15(a) indicates the names of the employee, the nature of such leave of absence and such employee’s anticipated date of return to active employment. Schedule 6.15(a) also indicates the information described in the previous sentence for employees who have requested a leave of absence or who at the Closing Date are expected to be on a leave of absence. Schedule 6.15(a) also sets forth the name of any employee who is eligible to request FMLA leave as of the Closing Date and the amount of FMLA leave utilized by each such employee during the current leave year, each employee who will be on FMLA leave at the Closing Date and his or her job title and description, salary and benefits, each employee who has requested FMLA leave to begin after the Closing Date, a description of the leave requested and a copy of all notices provided to such employees regarding that leave. To the Knowledge of the Seller, none of the employees listed on Schedule 6.15(a) has any plans or intends to terminate his or their employment or engagement and except as set forth on Schedule 6.15(a) no former officer, director or key employee has left the service of the Company within the last six (6) months.

          (b)      Except as set forth on Schedule 6.15(b) : (i) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees; (ii) upon termination of the employment of any such employees, none of the Company, the Surviving Corporation or the Purchasers will by reason of any action taken or not taken prior to the Closing be liable to any of such employees for severance pay or any other payments; (iii) the Company is in material compliance with all Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, including without limitation, equal employment opportunity, safety and health, workers’ compensation, disability, immigration, and collective bargaining; (iv) there is no unfair labor practice complaint actually pending or, to the Knowledge of the Seller, threatened against, involving or affecting the Company before the National Labor Relations Board or any other Governmental Entity; (v) there is no labor strike, material dispute or grievance, picketing activity, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against, involving or affecting the Company, and no event has occurred that could reasonably be expected to give rise to any such strike, dispute, grievance, slowdown, picketing or stoppage; (vi) no labor union, trade union, or similar organization currently represents the employees of the Company and no labor union, trade union or similar organization, or any employees have taken any action with respect to organizing the employees of the Company; (vii) there are no charges of employment discrimination pending before the U.S. Equal Employment Opportunity Commission or any other state or local agency authorized to receive and investigate changes of employment discrimination; and (viii) there are no charges or complaints pending before the U.S. Department of Labor or any division thereof, or before any similar state or local agency. Except as set forth on Schedule 6.15(b) , the Company is not a party to or bound by any collective bargaining agreement, union Contract or similar agreement.

          (c)      Except as set forth on Schedule 6.15(c) , the Company is not, and has not ever been, a federal or state contractor obligated to have an affirmative action plan.

          (d)      The Company has not taken any action that could constitute a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the federal Worker Adjustment and Retraining Notification Act (WARN) or otherwise trigger notice requirements or liability under

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any federal, local, state, or foreign plant closing notice or group termination Law.

           6.16       Employee Benefits.

          (a)      Schedule 6.16(a) contains a true, correct and complete list of Employee Benefit Plans (collectively, the “ Employee Plans ”): (i) that cover any employees, contract employees or former employees of the Company or any spouses, family members, dependents or beneficiaries thereof (a) that are maintained, sponsored or contributed to by the Company or (b) with respect to which the Company is obligated to contribute or has any actual or potential Liability at any time during the six-year period ending on the Closing Date; or (ii) with respect to which the Company has any actual or potential Liability or obligation on account of the maintenance or sponsorship thereof or contribution thereto by any present or former ERISA Affiliate of the Company. Any special tax status enjoyed by an Employee Plan is noted on Schedule 6.16(a) .

          (b)      Except as set forth on Schedule 6.16(b) , with respect to each Employee Plan:

          (i)      all required, declared or discretionary (in accordance with historical practices), payments, premiums, contributions, reimbursements or accruals for all periods ending prior to, or as of, the date hereof have been properly paid or properly accrued on the Latest Balance Sheet or, with respect to accruals properly made after the Balance Sheet Date, on the books and records of the Company and all amounts withheld from employees have been properly deposited into the appropriate trust or account;

          (ii)      there is no unfunded actual or potential Liability relating to such Employee Plan which is not reflected on the Latest Balance Sheet or, with respect to accruals properly made after the Latest Balance Sheet Date, on the books and records of the Company;

          (iii)      no Proceedings (other than routine claims for benefits) are pending or to the Knowledge of Seller, threatened against or relating to any Employee Plan or any fiduciary thereof, and to the Knowledge of Seller, there is no basis for any such Proceeding against any Employee Plan;

          (iv)      no Employee Plan obligates the Company to provide any employee or former employee, or their spouses, family members or beneficiaries, any post-employment or post-retirement health or life insurance, accident or other “welfare-type” benefits;

          (v)      neither the Company nor any of its ERISA Affiliates is or has ever maintained or been obligated to contribute to a “multiemployer plan” (as defined in Section 3(37) of ERISA), a “multiple employer plan” (as defined in Section 413 of the Code, whether or not subject to the Code) or a “defined benefit pension plan” (as defined in Section 3(35) of ERISA) and no event or fact exists which could give rise to any Liability to the Company or any of its ERISA Affiliates under Title IV or Section 412 of the Code;

          (vi)      each Employee Plan has been established and operated for the exclusive

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benefit of the participants and beneficiaries of such Employee Plan; and

          (vii)      the Company has not made or agreed to make, and is not are required to make (in order to bring any Employee Plan into compliance with ERISA, the Code or any applicable Law), any changes in benefits that would materially increase the costs of maintaining any Employee Plan.

          (c)      Except as set forth on Schedule 6.16(c) , with respect to each Employee Plan:

          (i)      such Employee Plan has been established, maintained, operated and administered in accordance with its terms and in material compliance with ERISA, the Code and other applicable Laws (including with respect to reporting and disclosure);

          (ii)      neither the Company nor any of its ERISA Affiliates nor any other “disqualified person” or “party in interest” (as such terms are defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to such Employee Plan, has breached the fiduciary rules of ERISA or engaged in a prohibited transaction that could subject any of the foregoing parties to any material Tax or penalty imposed under Section 4975 of the Code of Section 502(i), (j) or (1) of ERISA;

          (iii)      any Employee Plan that is intended to be “qualified”, within the meaning of Section 401(a) of the Code meets all requirements for qualification under Section 401(a) of the Code and the regulations thereunder. With respect to each such qualified Employee Plan, the IRS has issued either (i) a favorable determination or (ii) a favorable opinion letter if such Employee Plan is a prototype plan; and, to the Knowledge of the Seller, no matter exists which would adversely affect the qualified status of such Employee Plan and any related trust;

          (iv)      each Employee Plan that is subject to the requirements of the Consolidated Omnibus Budget Reconciliation of 1985 (“ COBRA ”) and the Health Insurance Portability and Accountability Act of 1996, as amended, and any rules or regulations promulgated thereunder (“ HIPAA ”) has been maintained in substantial compliance with COBRA and HIPAA, including all notice requirements, and no Tax payable on account of Section 4980B or any other Section of the Code has been or is expected to be incurred;

          (v)      each Employee Plan that is intended to meet the requirements of Section 125 of the Code meets such requirements and each program of benefits for which employee contributions are provided pursuant to elections made under such Employee Plan meets the requirements of the Code applicable thereto;

          (vi)      there has not been any act or omission by the Company, or any of its ERISA Affiliates that has given rise to or could give rise to any material fines, penalties or related charges under ERISA or the Code for which the Company, or any of its ERISA Affiliates could be liable;

          (vii)      no Employee Plan holds employer securities;

          (viii)      if the Company or any of its ERISA Affiliates were to partially or

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completely withdraw from any Employee Plan that is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), neither the Company nor any of its ERISA Affiliates would be assessed or required to pay any withdrawal liability upon such withdrawal (based on calculations as of the close of the most recent plan year for such multiemployer plan);

          (ix)      neither the Company nor any of its ERISA Affiliates has within the past six years had a complete or partial withdrawal from any multiemployer plan (as defined in Section 4001(a)(3) of ERISA);

          (x)      No insurance policy or any other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves under each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims;

          (xi)      There have been no improper withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto, and neither the Company nor any of its agents has been in breach of any fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto;

          (xii)      The Company has the right under the terms of each Employee Plan and under applicable benefit Law to amend, revise, merge or terminate such plan (or its participation in such plan) exclusively by action of the Company, and no additional contributions would be required to properly effect such termination;

          (xiii)      The execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement will not (1) entitle any current or former employee, director, officer, consultant, independent contractors, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of the Company to severance pay, unemployment compensation or any other payment, or (2) accelerate the time of payment or vesting, or increase the amount of compensation due any such individual; and

          (xiv)      The Company has no duty or obligation to indemnify or hold another Person harmless for any liability attributable to any acts or omissions by such Person with respect to any Employee Plan or ERISA Affiliate plan.

          (xv)      Notwithstanding anything to the contrary in this Agreement, neither this Section nor any provision of this Agreement is intended to, or does, constitute the establishment of, or an amendment to , any Employee Plan.

          (d)      The Company has provided the Purchaser with true, correct and complete copies of: (i) all documents and any amendments thereto (or in the event the Employee Plan is not written, a written description thereof) pursuant to which each Employee Plan is maintained and administered (including the summary plan description for each Employee Plan for which a summary plan description is required, and each trust agreement and insurance or group annuity contract relating to any Employee Plan); (ii) the three (3) most recent annual reports (Form 5500

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and attachments) and financial statements therefore, if any; (iii) all governmental rulings, determinations and opinions (and pending requests therefor); (iv) if such Employee Plan is a defined benefit pension plan, the most recent actuarial valuation for such Employee Plan; (v) the most recent determination letter received from the IRS with respect to each Employee Plan intended to qualify under Section 401(a) of the Code, if any; (vi) nondiscrimination and coverage tests for the most plan year and other documentation with respect to any Employee Plan (whether current or not) as it reasonably requested by the Purchaser; and (vii) if such Employee Plan provides post-employment or post-retirement health and life insurance, accident or other “welfare-type” benefits, the most recent valuation of the present and future obligations under such Employee Plan. The foregoing documents accurately reflect all of the terms of such Employee Plans (including, without limitation, any agreement or provision that would limit the ability of the Company or the Surviving Corporation to make any prospective amendments or to terminate any Employee Plan).

           6.17       Environmental Matters .

          To the Knowledge of Seller:

          (a)      With respect to those matters or conditions related to or arising from the Company’s acts or omissions, neither the Company, the Real Property nor any of the Company’s past owned, leased or operated property or operations are subject to, or the subject of, any Proceeding, Order, settlement, or other Contract arising under Environmental Laws, nor has any investigation been commenced or is any Proceeding threatened against the Company under Environmental Laws alleging any failure to comply with any Environmental Laws.

          (b)      Except as set forth on Schedule 6.17(b) , the Company has complied and is in compliance with all applicable Environmental Laws and all Permits, approvals, identification numbers, licenses, registrations and other authorizations issued pursuant to any applicable Environmental Laws. All past non-compliance with applicable Environmental Laws has been resolved without any pending, ongoing or future obligation, cost or liability.

          (c)      Except as set forth on Schedule 6.17(c) , neither the Company nor any Seller has received any written or oral notice, report, request or other information from any Governmental Entity that the Company has violated, or has any Liability under, applicable Environmental Laws, and the Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material, or owned or operated the Subject Business, the Real Property or any other property or facility formerly owned, leased, used or occupied in a manner that has given or would give rise to Liabilities, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations, pursuant to applicable Environmental Laws.

          (d)      The Company has provided the Purchasers with true, correct and complete copies of all reports, assessments, evaluations, inspections and studies performed by or on behalf of, or otherwise within the possession or control of, the Company with respect to past or present environmental conditions or compliance with applicable Environmental Laws relating to the Company’s ownership, leasing or operation of the Subject Business or any Real Property or any

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other property. Schedule 6.17(d) sets forth a complete list of environmental reports, assessments, evaluations, inspections or studies with respect to such properties of which the Company is aware, but which were not performed by or on behalf of the Company or within the Company’s control.

          (e)      Except as set forth on Schedule 6.17(e) , the Company has not by Contract, consent order, other agreement, or operation of Law assumed (i) any Liabilities of any other Person arising under applicable Environmental Laws or (ii) responsibility for, either directly or indirectly, the remediation of any condition arising from or relating to the release or threatened release of Hazardous Materials.

           6.18       Brokers.

          None of the Seller, the Company or any of its officers, directors or employees (or any Affiliate of the foregoing) has employed any broker or finder. None of the Seller, the Company or any of its directors or employees (or any Affiliate of the foregoing) has incurred any Liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated hereby.

           6.19        Related Transactions.

          (a)      Except as set forth on Schedule 6.19(a) , and except for compensation paid or payable by the Company to bona-fide employees of the Company in the ordinary course of business and consistent with past practice, no, employee or current or former stockholder of the Company is now, or has been during the last five (5) years: (i) a party to any transaction or Contract with the Company or any of its employees or Affiliates with a value in excess of twenty five thousand dollars ($25,000.00) or which could reasonably be anticipated to have a Material Adverse Effect on the Company, or (ii) the direct or indirect owner of an interest in any Person which is a present or potential competitor, supplier or customer of the Company (other than non-affiliated holdings in publicly-held companies). Except as set forth on Schedule 6.19(a) , the Company is not a g