AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the “Agreement”), dated as of the 23rd day of April, 2007, by and between Interactive Games, Inc., a Nevada corporation (“IGAM”), and Nuvo Solar Energy, Inc., a Colorado corporation (“NUVO”), and the shareholders of NUVO (“Shareholders”).

A.   IGAM is a Nevada corporation organized on March 13, 1996. IGAM has authorized capital stock of 100,000,000 shares of common stock, $.001 par value (“IGAM Common Stock”), of which 62,022,482 shares are issued and outstanding as of the date of this Agreement, on a fully diluted basis, and 5,000,000 shares of preferred stock, $.001 par value, of which no shares are issued and outstanding as of the date of this Agreement.

B.   NUVO is a privately held corporation organized under the laws of the State of Colorado on May 11, 2004. NUVO has authorized capital stock of 11,000,000 shares, $.001 par value per share, 10,000,000 shares of which are authorized for the issuance of common stock (“NUVO Common Stock”) and 1,000,000 of which are authorized for the issuance of preferred stock. Of such shares, there shall be up to 5,500,000 shares of NUVO Common Stock and no shares of preferred stock issued and outstanding as of the date of Closing (as defined in Article 2 hereof).

C.   The respective Boards of Directors of IGAM and NUVO have deemed it advisable and in the best interests of IGAM and NUVO and their respective shareholders that NUVO be acquired by IGAM, pursuant to the terms and conditions set forth in this Agreement.

D.   IGAM and NUVO propose to enter into this Agreement which provides among other things, that all of the outstanding shares of NUVO Common Stock be acquired by IGAM in exchange for an aggregate of 1,000,000 shares of IGAM Series A Convertible Preferred Stock (the “IGAM Preferred Stock”), the aggregate of which shall be convertible into a number of shares of IGAM Common Stock constituting approximately 66 2/3 % of the issued and outstanding number of shares of IGAM Common Stock immediately following the Effective Time (as defined in Section 2.01), on a fully diluted basis.

E.   The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the parties hereto agree as follows:

1.01   At the Effective Time (as defined in Article 2), subject to the terms and conditions herein, each share of NUVO Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 1.04) shall be acquired by IGAM in exchange for a fraction of a fully paid and nonassessable share of IGAM Preferred Stock equal to (i) 1,000,000, divided by (ii) the number of issued and outstanding shares of NUVO Common Stock, on a fully diluted basis, immediately prior to the Effective Time (other than Dissenting Shares) (the “Exchange Ratio”). Collectively, the shares of IGAM Preferred Stock issued to the Shareholders shall be referred to herein as the “IGAM Shares”, and the exchange of all shares of NUVO Common Stock for IGAM Shares shall constitute the “Exchange”. IGAM Shares shall be issued as set forth in Exhibit A to this Agreement.

1.02   Each share of IGAM Preferred Stock shall, upon receipt of Shareholder Approval (as defined in Section 9.01), automatically convert into the number of shares of IGAM Common Stock equal to a fraction, (i) the numerator of which is equal to the product of (A) the aggregate number of shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, on a fully diluted basis, multiplied by (B) two (2), and (ii) the denominator of which shall be 1,000,000 (the “Conversion Ratio”) , rounded to the nearest whole share ;   provided that , for purposes of determining the number of fully diluted shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, the parties agree that the number of shares of IGAM Common Stock shall include the number of shares IGAM Common Stock into which the Convertible Debt of IGAM (as defined in Section 8.01(i)) is convertible, as determined assuming a conversion price equal to 75% of the lowest closing price of the IGAM Common Stock (as reported by Bloomberg, LP) over the 20 trading days immediately prior to the Effective Date (as defined in Article 2). The number of shares of IGAM Common Stock issuable upon conversion of the IGAM Shares shall be identified on Exhibit A to this Agreement.

1.03   As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represented shares of NUVO Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of IGAM Preferred Stock for which such shares of NUVO Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of NUVO Common Stock shall, after the Effective Time, be entitled to vote the shares of IGAM Preferred Stock (on an as-converted basis assuming the conversion of all shares of IGAM Preferred Stock into shares of IGAM Common Stock) for which such shares of NUVO Common Stock have been exchanged on any matters on which the holders of IGAM Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of NUVO Common Stock immediately prior to the Effective Time shall deliver such certificates of NUVO Common Stock, duly endorsed so as to make IGAM the sole holder thereof, free and clear of all claims, and encumbrances and upon receipt of such certificates,   IGAM shall deliver a transmittal letter directed to the transfer agent of IGAM directing the issuance of the IGAM Shares to the Shareholders as set forth on Exhibit A of this Agreement. Any shares of IGAM Preferred Stock (and IGAM Common Stock issued upon conversion thereof) issued pursuant to this Agreement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act or (b) upon receipt by IGAM of a written opinion of counsel for the holder reasonably satisfactory to IGAM to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing IGAM Common stock issued pursuant to this Agreement as set forth in Section 12.02.

In the event any certificate for NUVO Common Stock has been lost, stolen or destroyed, IGAM shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an affidavit of that fact by the holder thereof, such shares of IGAM Common Stock as may be required pursuant to this Agreement; provided that, such holder shall be required to provide to IGAM an executed indemnification agreement, in a form reasonably acceptable to IGAM, whereby such holder indemnifies IGAM against any loss or liability relating to IGAM’s issuance of certificates pursuant to this paragraph.

1.04   Shares of NUVO common stock held by the stockholders of NUVO who have properly exercised and preserved appraisal rights with respect to those shares in accordance with Title 7, Article 113 of the Colorado Statutes (the “Dissenting Shares”) shall not be exchanged for or represent a right to receive shares of IGAM Preferred Stock pursuant to Section 1.01 above, but the holders thereof shall be entitled only to such rights as are granted by Title 7, Article 113 of the Colorado Statutes. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Title 7, Article 113 shall receive payment therefor from NUVO in accordance with such laws; provided that, if any such holder of Dissenting Shares shall have effectively withdrawn or lost such holder’s demand for appraisal and payment for such shares, such holder

shall forfeit the right of appraisal of such share and such Dissenting Shares shall be exchanged for shares of IGAM Preferred Stock in accordance with the terms of Section 1.01.

1.05   Following the Effective Time, NUVO will be a wholly owned subsidiary of IGAM.

Subject to the terms and conditions herein, including the satisfaction of the conditions to closing set forth in Articles 5 and 8 of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Maslon Edelman Borman & Brand, LLP on or before July 31, 2007 (the “Closing Date”) or at such other place or date and time as may be agreed to in writing by the parties hereto at the earliest practicable time after satisfaction or waiver of the conditions hereof, but in no event later than fifteen (15) days after such conditions have been satisfied or waived. On the Closing Date, or as soon thereafter as practicable, to effect the Exchange, the parties hereto will cause the Articles of Exchange to be filed with the Nevada Secretary of State and a Statement of Share Exchange with the Colorado Secretary of State in accordance with the laws of each such State. The Exchange shall be effective at such time that the Articles of Exchange and Statement of Share Exchange are filed with the Nevada Secretary of State and Colorado Secretary of State, as applicable, or such later time that the parties specify in such documents on file with each such State (the “Effective Time” or “Effective Date”).

IGAM hereby represents and warrants to NUVO as follows, as of the date of this Agreement and as of Closing (except as expressly limited):

3.01   Organization, Standing and Power. IGAM is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with all requisite corporate power to own or lease its properties and carry on its businesses as are now being conducted.

3.02   Qualification. IGAM is duly qualified and is licensed as a foreign corporation authorized to do business in each jurisdiction wherein it conducts business operations. Such jurisdictions, which are the only jurisdictions in which IGAM is duly qualified and licensed as a foreign corporation, are shown in Schedule 3.02.

3.03   Capitalization of IGAM. The authorized capital stock of IGAM consists of 100,000,000 shares of common stock, of which 52,782,100 shares are issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, of which no shares are issued and outstanding immediately prior to the Effective Time. All shares of common stock that are issued as of such time are duly authorized, validly issued and fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws or pursuant to valid exemptions therefrom. There are no preemptive rights with respect to the IGAM Common Stock and the shares of IGAM Common Stock are free from restrictions on transfer (except as required by law) or any options, liens, pledges, security interests, encumbrances or charges of any kind. IGAM has no other equity securities or securities containing equity features authorized, issued or outstanding. Except as identified on Schedule 3.03 hereto, there are no agreements or other rights or arrangements existing which provide for the sale or issuance of capital stock by IGAM, and there are no rights, subscriptions, warrants, options, conversion rights or other agreements of any kind outstanding to purchase or otherwise acquire from IGAM any shares of capital stock or other securities of IGAM. Except as set forth on Schedule 3.03, there are

no agreements or other obligations (contingent or otherwise) which may require IGAM to repurchase or otherwise acquire any shares of its capital stock. IGAM does not own, and is not a party to a contract to acquire, any equity securities or other securities of any entity or a direct or indirect equity or ownership interest in any other entity. IGAM is not a party to, and there do not exist any voting trusts, proxies, or other contracts with respect to the voting of shares of capital stock of IGAM. 

3.04   Authority. The execution and delivery of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary corporate actions, including but not limited to duly and validly authorized action and approval by the Board of Directors, on the part of IGAM. This Agreement constitutes the valid and binding obligation of IGAM enforceable against it in accordance with its terms, subject to the principles of equity applicable to the availability of the remedy of specific performance. This Agreement has been duly executed by IGAM and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in any breach of any terms or provisions of IGAM’s Articles of Incorporation or Bylaws or of any other agreement, court order or instrument to which IGAM is a party or bound by.

3.05   Absence of Undisclosed Liabilities. IGAM has no material liabilities of any nature, whether fixed, absolute, contingent or accrued, which were not reflected on the most recently provided financial statements of IGAM (as required pursuant to Section 5.01(a) hereto) or otherwise disclosed in Schedule 3.05 hereto. Other than the Convertible Debt (as defined in Section 8.01(i)) and NUVO Advances (as defined in Section 8.02(i)), as of the Effective Time, IGAM shall have not have assets or liabilities in excess of $5,000 other than those resulting from the acquisition of NUVO. 

3.06   Absence of Changes. Since July 31, 2006, there has not been any material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of IGAM, except for changes resulting from completion of those transactions expressly contemplated herein.

3.07   Tax Matters. All taxes and other assessments and levies which IGAM is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper government authorities or are held by IGAM in separate bank accounts for such payment or are represented by depository receipts, and all such withholdings and collections and all other payments due in connection therewith (including, without limitation, employment taxes, both the employee’s and employer’s share) have been paid over to the government or placed in a separate and segregated bank account for such purpose. There are no known deficiencies in income taxes for any periods and all returns, declarations, reports, estimates and statements required have been filed. There are no liens or taxes upon any assets of IGAM, except taxes not yet due. Further, the representations and warranties as to absence of undisclosed liabilities contained in Section 3.05 includes any and all tax liabilities of whatsoever kind or nature (including, without limitation, all federal, state, local and foreign income, profit, franchise, sales, use and property taxes) due or to become due, incurred in respect of or measured by IGAM income or business prior to the Effective Date.

3.08   Title to Assets. Except for liens set forth on Schedule 3.08 hereto, IGAM is the sole unconditional owner of, with good and marketable title to, all assets listed in the schedules as owned by it and all other property and assets are free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature whatsoever.

3.09   Books and Records. The books of account, minute books, stock record books, and other records of IGAM, complete copies of which have been made available to NUVO, have been properly kept and contain no inaccuracies except for inaccuracies that would not, individually or in the aggregate, reasonably be expected to have a material effect on IGAM or NUVO.

3.10   Agreements in Force and Effect. Except as set forth in Schedule 3.10, all material contracts, agreements, plans, promissory notes, mortgages, leases, policies, licenses, franchises or similar instruments to which IGAM is a party are valid and in full force and effect, and IGAM has not breached any material provision of, and is not in default in any material respect under the terms of, any such contract, agreement, plan, promissory note, mortgage, lease, policy, license, franchise or similar instrument which breach or default would have a material adverse effect upon the business, operations or financial condition of IGAM.

3.11   Legal Proceedings, Etc. Except as set forth on Schedule 3.11 hereto, there are no civil, criminal, administrative, arbitration or other such proceedings or investigations pending or, to the knowledge of either IGAM or the shareholders thereof, threatened, in which, individually or in the aggregate, an adverse determination would materially and adversely affect the assets, properties, business or income of IGAM. IGAM has substantially complied with, and is not in default in any material respect under, any laws, ordinances, requirements, regulations or orders applicable to its businesses.

3.12   Governmental Regulation. To the knowledge of IGAM and except as set forth on Schedule 3.12, IGAM is not in violation of or in default with respect to any applicable law or any applicable rule, regulation, order, writ or decree of any court or any governmental commission, board, bureau, agency or instrumentality, or delinquent with respect to any report required to be filed with any governmental commission, board, bureau, agency or instrumentality which violation or default could have a material adverse effect upon the business, operations or financial condition of IGAM.

3.13   Brokers and Finders. IGAM has not agreed to pay any fees or commissions to any party relating to this Agreement and the transactions contemplated hereby.

3.14   Accuracy of Information. No representation or warranty by IGAM contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to NUVO pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Schedules and exhibits hereto) contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein not misleading.

3.15   Subsidiaries. Except as listed on Schedule 3.15, IGAM does not have any subsidiaries or own capital stock of any other corporation.

3.16   Consents. As of the Effective Time, with the except of consent expressly required pursuant to the terms hereof, no consent or approval of, or registration, qualification or filing with, any governmental authority or other person is required to be obtained or accomplished by IGAM or any shareholder thereof in connection with the consummation of the transactions contemplated hereby.

3.17   Employees. Except as listed on Schedule 3.17, (i) no IGAM employee or group of employees has any plans to terminate his, her or its employment; (ii) IGAM has no material labor relations problem pending and its labor relations are satisfactory; (iii) there are no workers’ compensation claims pending against IGAM nor is IGAM aware of any facts that would give rise to such a claim; and (iv) no employee of IGAM is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the business of IGAM or NUVO.

3.18   Environmental Matters. None of the operations of IGAM involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state, local or foreign equivalent.

3.19   Improper Payments. Neither IGAM, nor any person acting on behalf of IGAM has made any payment or otherwise transmitted anything of value, directly or indirectly, to (a) any official or any government or agency or political subdivision thereof for the purpose of influencing any decision affecting the business of IGAM (b) any customer, supplier or competitor of IGAM or employee of such customer, supplier or competitor, for the purpose of obtaining, retaining or directing business for IGAM or (c) any political party or any candidate for elective political office nor has any fund or other asset of IGAM been maintained that was not fully and accurately recorded on the books of account of IGAM.

3.20   Copies of Documents. IGAM has made available for inspection and copying by NUVO and its duly authorized representatives, and will continue to do so at all times, true and correct copies of all documents which it has filed with the Securities and Exchange Commission (the “SEC”) and all other governmental agencies which are material to the terms and conditions contained in this Agreement. Furthermore, all filings by IGAM with the SEC, and all other governmental agencies, including but not limited to the Internal Revenue Service, have contained information which is true and correct, to the best knowledge of the Board of Directors of IGAM, in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein not misleading or which could have any material adverse effect upon the financial condition or operations of IGAM or adversely affect the objectives of this Agreement with respect to NUVO including, but not limited to, the issuance and subsequent trading of the shares of IGAM Common Stock to be received hereby, subject to compliance by the shareholders of NUVO with applicable law. IGAM has made all necessary filings with the SEC and other governmental agencies.

3.21   Valid Issuance of Securities. The IGAM Shares, and the shares of IGAM Common Stock issuable upon conversion thereof, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

3.22   Directors, Officers and Controlling Shareholders. No director, officer or controlling shareholder of IGAM has been subject to a criminal proceeding, bankruptcy, SEC or NASD censure in the last five years nor is any such individual under investigation for any of the above.

3.23   Related Party Transactions. Except as otherwise disclosed in its public filings with the SEC, no employee, officer or director of IGAM or member of his or her immediate family is indebted to IGAM, nor is IGAM indebted (or committed to make loans or extend or guarantee credit) to any of them. No member of the immediate family of any officer or director of IGAM is directly or indirectly interested in any material contract with IGAM. No employee, officer or director of IGAM, or member of the immediately family of any such employee, officer or director, has any direct or indirect interest in a competitor, supplier or customer of IGAM or other party with which IGAM transacts business.

3.24   Tax-Free Reorganization. Neither IGAM nor any of its officers and directors has through the date of this Agreement taken or agreed to take any action that would prevent the Exchange contemplated by this Agreement from qualifying as a reorganization under Section 368(a) of the Code.

3.25   Full Disclosure. The representations and warranties of IGAM contained in this Agreement (and in any schedule, exhibit, certificate or other instrument to be delivered under this Agreement) are true and correct in all material respects, and such representations and warranties do not omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact of which IGAM has knowledge that has not been disclosed to NUVO pursuant to this Agreement, including the schedules hereto, all taken together as a whole, which has had or could

reasonably be expected to have a material adverse effect on IGAM or NUVO or materially adversely affect the ability of IGAM to consummate in a timely manner the transactions contemplated hereby.

NUVO hereby represents and warrants to IGAM as follows, as of the date of this Agreement and as of Closing (except as expressly limited):

4.01   Organization, Standing and Power. NUVO is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado with all requisite corporate power to own or lease its properties and carry on its business as is now being conducted.

4.02   Qualification. NUVO is duly qualified and licensed as a foreign corporation authorized to do business in each jurisdiction wherein it conducts business operations. Such jurisdictions, which are the only jurisdictions in which NUVO is duly qualified and licensed as a foreign corporation, is shown in Schedule 4.02.

4.03   Capitalization of NUVO. The authorized capital stock of NUVO consists of 10,000,000 shares of Common Stock, par value $.001 per share, of which, as of Closing, up to 5,500,000 shares shall be issued and outstanding, and 1,000,000 shares of preferred stock, par value $.001 per share, of which no shares shall be issued and outstanding. All shares of common stock that are issued as of such date are duly authorized, validly issued and fully paid and nonassessable. There are no preemptive rights with respect to the NUVO Common Stock and the shares of NUVO Common Stock are free from restrictions on transfer or any options, liens, pledges, security interests, encumbrances or charges of any kind. Except as identified on Schedule 4.03, (i) NUVO has no other equity securities or securities containing equity features authorized, issued or outstanding, (ii) there are no agreements or other rights or arrangements existing which provide for the sale or issuance of capital stock by NUVO, and (iii) there are no rights, subscriptions, warrants, options, conversion rights or other agreements of any kind outstanding to purchase or otherwise acquire from NUVO any shares of capital stock or other securities of NUVO. There are no agreements or other obligations (contingent or otherwise) which may require NUVO to repurchase or otherwise acquire any shares of its capital stock. NUVO does not own, and is not a party to a contract to acquire, any equity securities or other securities of any entity or direct or indirect equity or ownership interest in any other entity. NUVO is not a party to, and there do not exist any voting trusts, proxies, or other contracts with respect to the voting of shares of capital stock of NUVO.

4.04   Authority. The execution and delivery of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action of the Board of Directors of NUVO and, except for the approval of the shareholders of NUVO, as applicable, this Agreement constitutes the valid and binding obligation of NUVO, enforceable against it in accordance with its terms, subject to the principles of equity applicable to the availability of the remedy of specific performance. This Agreement has been duly executed by NUVO and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in any breach of any terms or provisions of NUVO’s Articles of Incorporation or Bylaws or of any other agreement, court order or instrument to which NUVO is a party or bound.

4.05   Absence of Undisclosed Liabilities. NUVO has no material liabilities of any nature, whether fixed, absolute, contingent or accrued, which were not reflected on the most recently provided financial

statements of NUVO provided pursuant to Section 5.02(a) hereto or otherwise disclosed in Schedule 4.05 hereto. 

4.06   Absence of Changes. Since inception, there has not been any material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of NUVO except for changes pursuant to the terms of this Agreement and the transactions contemplated hereby.

4.07   Tax Matters. All taxes and other assessments and levies which NUVO is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper government authorities or are held by NUVO in separate bank accounts for such payment or are represented by depository receipts, and all such withholdings and collections and all other payments due in connection therewith (including, without limitation, employment taxes, both the employee’s and employer’s share) have been paid over to the government or placed in a separate and segregated bank account for such purpose. There are no known deficiencies in income taxes for any periods and all returns, declarations, reports, estimates and statements required have been timely filed. There are no liens or taxes upon any assets of NUVO, except taxes not yet due. Further, the representations and warranties as to absence of undisclosed liabilities contained in Section 4.05 includes any and all tax liabilities of whatsoever kind or nature (including, without limitation, all federal, state, local and foreign income, profit, franchise, sales, use and property taxes) due or to become due, incurred in respect of or measured by NUVO income or business prior to the Effective Time.

4.08   Title to Assets. Except for liens set forth on Schedule 4.08, NUVO is the sole and unconditional owner of, with good and marketable title to, all the assets and patents listed in the schedules as owned by them and all other property and assets are free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature whatsoever.

4.09   Books and Records. The books of account, minute books, stock record books, and other records of NUVO, complete copies of which have been made available to IGAM, have been properly kept and contain no inaccuracies except for inaccuracies that would not, individually or in the aggregate, reasonably be expected to have a material effect on IGAM or NUVO.

4.10   Agreements in Force and Effect. Except as set forth on Schedule 4.10, all material contracts, agreements, plans, promissory notes, mortgages, leases, policies, licenses, franchises or similar instruments to which NUVO is a party are valid and in full force and effect on the date hereof, and NUVO has not breached any material provision of, and is not in default in any material respect under the terms of, any such contract, agreement, plan, promissory note, mortgage, lease, policy, license, franchise or similar instrument which breach or default would have a material adverse effect upon the business, operations or financial condition of NUVO.

4.11   Legal Proceedings, Etc. There are no civil, criminal, administrative, arbitration or other such proceedings or investigations pending or, to the knowledge of NUVO, threatened, in which, individually or in the aggregate, an adverse determination would materially and adversely affect the assets, properties, business or income of NUVO. NUVO has substantially complied with, and is not in default in any material respect under, any laws, ordinances, requirements, regulations or orders applicable to its businesses.

4.12   Governmental Regulation. To the knowledge of NUVO, NUVO is not in violation of or in default with respect to any applicable law or any applicable rule, regulation, order, writ or decree of any court or any governmental commission, board, bureau, agency or instrumentality, or delinquent with respect to any report required to be filed with any governmental commission, board, bureau, agency or instrumentality which violation or default could have a material adverse effect upon the business, operations or financial condition of NUVO.

4.13   Broker and Finders. NUVO has not agreed to pay any fees or commissions to any party relating to this Agreement and the transactions contemplated hereby.

4.14   Accuracy of Information. No representation or warranty by NUVO contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to IGAM pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Schedules and Exhibits hereto) contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements c