ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

AMONG

HOPPER RADIO OF FLORIDA, INC.,

MEMCORP, INC.,

MEMCORP ASIA LIMITED

and

IMATION CORP.

MAY 7, 2007

TABLE OF CONTENTS

Disclosure Schedule

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (“ Agreement ”) is entered into as of May 7, 2007 among Hopper Radio of Florida, Inc., a Florida corporation (“ Hopper ”), Memcorp, Inc., a Florida corporation (“ Memcorp ”), Memcorp Asia Limited, a corporation organized under the laws of Hong Kong (“ Memcorp Asia ”) (Hopper, Memcorp and Memcorp Asia are each individually referred to herein as a “ Seller ” and are collectively referred to herein as the “ Sellers ”), and Imation Corp., a Delaware corporation (the “ Buyer ”). The Sellers and the Buyer are referred to collectively herein as the “ Parties .”

RECITALS

     1. The Sellers are currently engaged in the business of sourcing and selling consumer electronics products (the “ Business ”).

     2. The Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, the assets of the Sellers used in or relating to the Business described herein, subject to the assumption of certain related liabilities and upon the terms and subject to the conditions set forth herein.

     3. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article XI.

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I
ASSET PURCHASE

      1.1 Purchase and Sale of Assets; Assumption of Liabilities .

     (a) Transfer of Assets . On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer (or a wholly owned subsidiary of Buyer) shall purchase and acquire from each Seller, free and clear of all Security Interests, all of such Seller’s right, title and interest in and to the following assets (collectively, the “ Acquired Assets ”) used by the Sellers in or relating to the Business, in each case to the extent owned by a Seller as of the Closing:

     (i) except as otherwise described herein, all inventories, wherever located, of Business Products to be sold under the “Memorex,” “Nickelodeon” or “Vextra” brand, including all finished goods, consigned goods, work-in-progress, raw materials, spare parts, packaging, accessories and all other materials and supplies to be used, consumed, sold, resold or distributed by any Seller, and all warranties and

guarantees, if any, express or implied, by the manufacturers or sellers of any such item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of any Seller relating to these items (collectively, the “ Inventory ”);

     (ii) all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than the Inventory) used in or relating to the Business (other than the Excluded Assets), which are set forth on Schedule 1.1(a)(ii) hereto, and all warranties and guarantees, if any, express or implied, rights of return, rebate rights, over-payment recovery rights and any other rights of any Seller relating to these items, in each case existing for the benefit of any Seller in connection therewith to the extent transferable (collectively, the “ Personal Property ”);

     (iii) all of the Sellers’ right, title and interest in and to the contracts, agreements, understandings or arrangements to which any Seller is party or of which it is a third party beneficiary, in each case used in or related to the Business, each of which is listed on Schedule 1.1(a)(iii) hereto, including without limitation all rights to license agreements to which any Seller is a party to the extent transferable (collectively, the “ Assigned Contracts ”);

     (iv) all Business Intellectual Property;

     (v) to the extent assignable, all of the Sellers’ right, title and interest in and to all Permits relating to the Business;

     (vi) all other assets relating to existing customer relationships and all written materials, data and records relating to the Business (in whatever form or medium), including (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records relating to the Inventory, (x) maintenance records and other documents relating to the Personal Property, (xi) purchase orders and invoices, (xii) sales orders and sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xviii) books, records, journals and ledgers, (xix) product ideas and developments and (xx) plans and specifications, plats, surveys, drawings, blueprints and photographs;

     (vii) all other intangible rights and property of any Seller relating to the Business, including (A) going concern value, (B) the goodwill of the Sellers relating to the Business as conducted by each Seller, (C) directory, telecopy names, numbers, addresses and listings, and all rights that any Seller may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuses thereof;

     (viii) all insurance benefits, including rights under and proceeds from, insurance policies providing coverage for the Acquired Assets or the Sellers relating to the Business, where such rights, benefits and proceeds relate to events occurring prior to the Closing;

     (ix) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset related to the Business, excluding rights relating to the prior payment of Taxes and interest payable with respect to any of the foregoing;

     (x) other than as set forth on Schedule 1.1(a)(x) , all claims (including claims for past infringement or misappropriation of Business Intellectual Property or rights related thereto included in the Acquired Assets) and causes of action of any Seller relating to the Business against any other Person, whether or not such claims and causes of action have been asserted, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery of the Sellers (regardless of whether such rights are currently exercisable) relating to the Acquired Assets, other than Excluded Assets; and

     (xi) all leasehold interests in the HK Leased Property, including all improvements and fixtures thereon and all rights and easements appurtenant thereto.

     (b) Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of the following (collectively, the “ Excluded Assets ”):

     (i) all real property owned by the Sellers, and all leasehold interests in all real property leased or otherwise used or occupied by the Sellers other than the HK Leased Property, including all improvements and fixtures thereon and all rights and easements appurtenant thereto;

     (ii) all refurbished Business Products included in the Inventory at Closing, all Returned Products (except as otherwise provided in Section 1.1(e)) and all inventories of Business Products other than “Memorex,” “Nickelodeon” or “Vextra” brand products;

     (iii) all cash, cash equivalents, short term investments and bank accounts of the Sellers;

     (iv) all accounts receivable and other rights to payment from customers of the Sellers, and other accounts or notes receivable of the Sellers;

     (v) all personnel records of Business Employees of the Sellers who are not Transferred Employees;

     (vi) those Permits relating to the Business that are not assignable in accordance with their terms, all of which are listed on Schedule 1.1.(b)(vi) ;

     (vii) all rights in connection with, and with respect to the assets associated with, any Business Benefit Plans;

     (viii) the names “Hopper” and “Hopper Radio of Florida”;

     (ix) subject to Section 1.1(a)(viii), all insurance policies of the Sellers and rights thereunder;

     (x) all rights to insurance claims, related refunds and proceeds arising from or related to the Excluded Assets and Excluded Liabilities;

     (xi) all securities owned by or on behalf of the Sellers, including without limitation all capital stock of Memcorp, Memcorp Asia and Hopper Asia Limited, and all records of each Seller relating to its organization, maintenance and existence as a corporation, namely its (A) charter documents, (B) registrations or qualifications to conduct business, (C) taxpayer and other identification numbers, (D) minute books, (E) share register, (F) Tax records and (G) corporate seal;

     (xii) all books, records, accounts, ledgers, files, documents, correspondence, studies, reports and other printed or written materials related solely to any Excluded Assets or Excluded Liabilities and not related to any Acquired Assets or Assumed Liabilities;

     (xiii) all rights which accrue or will accrue to the benefit of the Sellers under this Agreement or the Ancillary Agreements;

     (xiv) Sellers’ right, title and interest in and to the contracts, agreements, understandings or arrangements listed on Schedule 1.1(b)(xiv) hereto;

     (xv) any security deposit for the HK Leased Property previously paid by the Sellers; and

     (xvi) those certain items of Personal Property set forth on Schedule 1.1(b)(xvi) thereto.

     (c) Assumed Liabilities . On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the following liabilities of the Sellers relating to the Business (the “ Assumed Liabilities ”):

     (i) all executory obligations arising under or to be performed after the Closing under the Assigned Contracts and the Permits relating to the Business transferred pursuant to Section 1.1(a);

     (ii) all outstanding purchase orders for Business Products of any Seller;

     (iii) product returns and Warranty Obligations relating to Business Products of any Seller that are Acquired Assets which occur after the date which is 90 days after the Closing;

     (iv) obligations to perform normal and customary service with respect to Business Products sold by any Seller prior to Closing; and

     (v) all fees and expenses payable to the Berkowitz, Dick accounting firm in connection with the audit of the financial statements required by Section 5.1(j).

     (d) Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include the following liabilities (the “ Excluded Liabilities ”), which shall remain obligations of the Sellers:

     (i) all accounts payable and accrued liabilities of the Sellers and all other indebtedness of the Sellers;

     (ii) all product returns and Warranty Obligations relating to Business Products sold by Sellers which occur prior to the date which is 90 days after Closing;

     (iii) any liability under any Assigned Contract that arises prior to the Closing or arises after the Closing but that arises out of or relates to a breach that occurred prior to Closing;

     (iv) other than as set forth on Schedule 1.1(d)(iv) hereto, any liability arising under an Environmental Law in connection with the operation of the Business prior to Closing or the Sellers’ leasing, ownership or operation of real property;

     (v) any liability under any Business Benefit Plan;

     (vi) any liability arising out of or relating to the Sellers’ disposition of an application for employment, the employment of any employee (including without limitation any accrued vacation time or unpaid salary as of the Closing) or the termination of the employment of any employee, whether or not the affected employee is hired by the Buyer;

     (vii) all liabilities and obligations arising out of or relating to the Excluded Assets;

     (viii) all liabilities and obligations for any Taxes for which any of the Sellers or Affiliates of the Sellers are liable;

     (ix) any liability arising under the escheat laws or any other laws of any jurisdiction relating to abandoned property;

     (x) any liability to distribute to any of the Sellers’ shareholders or otherwise apply all or any part of the consideration received by the Sellers under this Agreement;

     (xi) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Sellers;

     (xii) any liability arising out of any litigation or claims (i) pending as of the Closing or (ii) commenced after the Closing and arising out of or relating to any occurrence, happening or situation existing prior to the Closing, including without limitation the litigation and claims listed in Section 2.10(b) and (e) and Section 2.13 of the Disclosure Schedule;

     (xiii) any liability arising out of or resulting from the Sellers’ compliance or non-compliance with any law or Permit;

     (xiv) all Intercompany Liabilities;

     (xv) all liabilities and obligations of any Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement (including without limitation any fees for financial advisors engaged by or on behalf of the Sellers);

     (xvi) all liabilities and obligations of the Sellers under this Agreement and the Ancillary Agreements; and

     (xvii) all liabilities of any Seller arising out of or relating to the foregoing.

     (e) Treatment of Product Returns and Accounts Receivable .

     (i) In the event a customer of any Seller returns to a Seller or to the Buyer a Business Product purchased by such customer from a Seller in the course of the Business prior to the Closing (a “ Returned Product ”) and such customer either claims a credit for such Returned Product against amounts owed by such customer to the Sellers or demands payment as a result of such return, (A) the Buyer shall be responsible for granting the credit or making the payment, as appropriate, during the period beginning on the date which is 90 days following the Closing; and (B) the Sellers shall remain responsible for granting the credit or making the payment, as appropriate, during the period beginning on the Closing Date and continuing through the date which is 90 days following the Closing.

     (ii) In the event a customer claims a credit or demands payment from the Buyer for a Returned Product with respect to which a Seller is responsible under the terms of this Section 1.1(e), or in the event a customer claims a credit or demands payment from a Seller for a Returned Product with respect to which the Buyer is responsible under the terms of this Section 1.1(e), in each case the Party responsible for such Returned Product as set forth above shall reimburse the appropriate Party for the amount of such credit or payment promptly following receipt of notice of the return of such Returned Product.

     (iii) The Sellers shall purchase from Buyer all Returned Products accepted by Buyer from a customer during the 90 day period following the Closing at 100% of the original landed cost. After the end of the 90 day period following the closing, Buyer shall purchase Seller’s remaining Memorex, Nickelodeon or Vextra branded Returned Products that are not Return to Vendor Products at 20% of the original sales price to customers. If such Returned Products are refurbished, Buyer will purchase such Memorex, Nickelodeon or Vextra branded Returned Products at 50% of the original sales price to customers.

     (iv) The Buyer shall purchase from the Sellers all Returned Products that are Return to Vendor Products received by the Sellers during the 90 day period following the Closing, for a purchase price equal to sixty percent 60% of the Current FOB Factory Cost of the Return to Vendor Product.

     (v) The Buyer agrees to use commercially reasonable efforts to return to the appropriate vendor any Return to Vendor Products, during the 90 day period following the Closing. In the event that a vendor does not honor a return to vendor agreement with respect to a Return to Vendor Product for a product that was sold by Seller prior to Closing purchased from the Sellers in accordance with Section 1.1(e)(iv) above, Seller shall accept such Returned Product and shall reimburse Buyer for any applicable amount previously paid to Seller in accordance with Section 1.1(e)(iv) and the Seller shall maintain any and all claims against such vendor for failing to honor such return to vendor agreement.

      1.2 Purchase Price and Related Matters .

     (a) Purchase Price . In consideration for the sale and transfer of the Acquired Assets, the Buyer shall at the Closing assume the Assumed Liabilities as provided in Section 1.1(c) and shall deliver to the Sellers the following (together with the value of the Assumed Liabilities, the “ Purchase Price ”):

     (i) at the Closing, $10,000,000 (the “ Closing Cash ”) by wire transfer of immediately available funds to the accounts and in the proportions set forth on Schedule 1.2(a) hereto;

     (ii) at the Closing, (A) one or more promissory notes from Buyer in the form of Exhibit A hereto (the “ Unrestricted Notes ”) in aggregate principal amount of $30,000,000, and (B) one or more promissory notes from Buyer in the form of Exhibit B hereto (the “ Offset Notes ” and together with the Unrestricted Notes, the “ Buyer Notes ”) in aggregate principal amount of $7,500,000, payable to the Sellers in the proportions set forth on Schedule 1.2(a) ;

     (iii) at the Closing, an amount (the “ Inventory Amount ”) agreed upon in accordance with Section 1.2(b) hereto, equal to the sum of (A) 100% of the lower of (x) the Landed Cost Basis or (y) the Landed Fair Market Value, of the Business Products not previously sold

to customers included in the Inventory at Closing (including without limitation any Business Products in transit from the factory) and (B) 60% of the Current FOB Factory Cost of Return to Vendor Products that are included in the Inventory at Closing (including without limitation any Business Products, at the factory, in transit to the factory, or waiting to go to the factory), by wire transfer of immediately available funds to the accounts and in the proportions set forth on Schedule 1.2(a) hereto; and

     (iv) following the third anniversary of the Closing and as further described in Section 1.3, the Earnout Amount, if any.

     (b) Inventory Valuation . Representatives of the Buyer and the Sellers shall jointly conduct a physical inventory count of all Inventory and, as of the close of business on the day immediately preceding the Closing Date, determine the value thereof. Upon completion of such physical count and inventory valuation, the results of the inventory shall be set forth in Schedule 1.2(b) hereto (the “ Inventory Statement ”), which shall be signed by the Buyer and each Seller on the Closing Date, and which shall be used for the calculation of the Inventory Amount.

     (c) Allocation of Purchase Price . The Purchase Price shall be allocated among the Acquired Assets and the covenant contained in Section 10.3 as set forth on Schedule 1.2(c) hereto. The Buyer and the Sellers agree to allocate the Purchase Price among the Acquired Assets and the covenant set forth in Section 10.3 for all purposes (including financial accounting and Tax purposes) in accordance with Schedule 1.2(c) . Each of the Buyer and the Sellers shall prepare or cause to be prepared IRS Forms 8594 in accordance with such allocation and consistent with one another and in accordance with the Code and Treasury Regulations. Buyer and the Sellers shall each deliver such Forms to one another for review and comment no later than 20 business days prior to filing with the IRS.

     (d) Proration of Certain Items . Except as provided in this Section 1.2, and subject to the provision of Section 7.2 hereof, all property and ad valorem Taxes, leasehold rentals and other customarily proratable items relating to the Acquired Assets payable prior to or subsequent to the Closing Date and relating to a period of time both prior to and subsequent to the Closing Date shall be prorated as of the Closing between the Buyer, on the one hand, and the Sellers, on the other, and the prorated portion due from the Sellers, to the extent not previously paid, shall be paid by the Sellers to the Buyer as and when due. If the actual amount of any such item is not known as of the Closing Date, such proration shall be based on the previous year’s assessment of such item and the parties shall adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known.

      1.3 Earnout Amount .

     (a) The “ Earnout Amount ” shall be an amount equal to (i) 39.0% of the Gross Margin of the Products sold by the Buyer during the three-year period following the Closing Date (the “ Earnout Period ”), minus (ii) $47,500,000; provided , however , that the minimum Earnout Amount shall be $0 and the maximum Earnout Amount shall be $20,000,000.

     (i) For purposes of this Section 1.3, “ Products ” shall mean (a) all consumer electronic products and related accessories sold by or manufactured with consumer electronic products sold or offered for sale by the Buyer or any of its Affiliates on or after the Closing Date that bear the “Memorex” name, (b) all consumer electronic products and related accessories sold by or manufactured with consumer electronic products sold or offered for sale by the Buyer or any of its Affiliates under any other name which products are the same as, derivate from or are subsequent generations of or are successors to any Business Products sold by or under development by the Sellers as of the Closing, and (c) all other consumer electronic products and related accessories sold by or manufactured with consumer electronic products sold or offered for sale by the Buyer or any of its Affiliates in the United States and/or Canada under any other name which products are substantially similar to any Business Products sold by or under development by the Sellers as of the Closing; in each case, other than those consumer electronic products and related accessories sold or under development by the Buyer under the “Memorex,” “Imation” or “TDK” name as of the date of this Agreement and listed on Schedule 1.3(a)(i) hereto. For the avoidance of doubt, removable recordable media, including without limitation optical disks, magnetic tape, USB flash drives, flash cards, removable hard disk drives and related accessories therefore are not deemed to be consumer electronic products.

     (ii) For purposes of this Section 1.3, “ Gross Margin ” shall mean (i) the amount of the Buyer’s net sales revenues recognized during the Earnout Period from the sale of Products, net of all discounts, rebates and returns, less (ii) the amount of the related cost of goods sold (including freight and warehousing), in each case as determined in accordance with United States GAAP applied in a manner consistent with the Buyer’s accounting practices and policies in effect for the periods in question, and an example of such calculation is attached hereto as Schedule 1.3(a)(ii) .

     (b) Within 60 days of the end of each calendar year quarter, the Buyer shall provide to the Sellers a report setting forth the Gross Margin for such period, as determined by the Buyer, and explaining in reasonable detail the way in which such determination was made. The Sellers may, but shall not be required to, object to any report by providing written notice to the Buyer with such objections.

     (c) The Buyer shall provide to the Sellers, no later than 60 days after the end of the Earnout Period, a report setting forth the Gross Margin for the Earnout Period, as determined by the Buyer, and explaining in reasonable detail the way in which such determination was made, together with payment of any Earnout Amount amounts then due under this Section 1.3. The Sellers shall have the right, at any time within 60 days after receipt of the report, to conduct a review or cause their independent accounting firm to conduct a review of the Buyer’s books and records to the extent relevant to the verification of those amounts, and the Buyer shall provide reasonable access for such

individuals or accountants to the relevant books and records at reasonable times and upon reasonable notice; provided, however, that if Buyer fails to provide reasonable access, then such 60 day period shall be extended by an additional number of days necessary for Sellers and/or its accountants to have such access, and to deliver a report (the “ Seller’s Report ”) advising whether they agree with the calculation of the Gross Margin or deem that one or more adjustments are required. If Buyer shall concur with the adjustments proposed in the Seller’s Report, or if Buyer shall not object thereto in a writing delivered to the Seller within 45 days after Buyer’s receipt of the Seller’s Report, the calculations of the Gross Margin set forth in such Seller’s Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Seller does not submit a Seller’s Report within the 60-day period provided herein (as same may be extended as provide herein), then the Gross Margin as calculated by Buyer shall become final and shall not be subject to further review, challenge or adjustment absent fraud.

     (d) In the event that the Sellers submit a Seller’s Report and Buyer and the Sellers are unable to resolve the disagreements set forth in such report within 45 days after the date of the Seller’s Report, then such disagreements shall be referred to a recognized firm of independent certified public accountants selected by mutual agreement of the Seller and Buyer (the “ Settlement Accountants ”), and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. Buyer and the Sellers shall request the Settlement Accountants to use their best efforts to reach a determination not more than 45 days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid by the Sellers if the Earnout Amount resulting from the determinations of the Settlement Accountants is not greater than 105% of the Earnout Amount resulting from Buyer’s calculations as set forth in the deliveries herein; otherwise, such costs and expenses of the Settlement Accountants shall be paid by Buyer.

     (e) During the Earnout Period, the Buyer will operate the Business in the ordinary course in good faith and will not act in bad faith for the purpose of reducing the Earnout Amount. During the Earnout Period, the Buyer shall make capital and funding available to the Business as commercially reasonable. The Buyer agrees that, in the event it desires to sell all or a material portion of the Business prior to the end of the Earnout Period, it will, concurrently with the closing of any such sale, (i) pay to the Sellers the unpaid balance remaining on the Buyer Notes, and (ii) accelerate the payment of the Earnout Payment assuming the maximum amount of the Earnout Payment has been earned by the Sellers; provided , however , that such payment may, at the Buyer’s option, be (x) payable in equal quarterly installments over the period remaining between the date of acceleration and the end of the Earnout Period, or (y) be paid in a lump sum within 60 days after the date of acceleration, and in either case the amount payable shall be discounted to reflect the net present value of such payment assuming that such payment would otherwise not have been paid until 60 days following the Earnout Period and based upon a discount rate of 6.00%.

     (f) Except to the extent of any amount paid to the Sellers pursuant to Section 1.3(e)(ii) above, in the event the Buyer terminates the Consulting Agreement for Barry Smith without “cause” (as defined in the Consulting Agreements) prior to the end of the Earnout Period,

then within 60 days after the end of the Earnout Period, the Buyer shall pay the Sellers an amount equal to the greater of (i) (A) 39.0% of the Gross Margin of Products sold by the Buyer during the period beginning as of the Closing and ending on the date of such termination, annualized as if such Gross Margin were the Gross Margin applicable with respect to the full Earnout Period, minus (B) $47,500,000; or (ii) the amount calculated as set forth in Section 1.3(a).

     (g) Without limiting the provisions of Sections 1.3(e) and (f), each Seller acknowledges (i) that, following completion of the transactions contemplated by this Agreement, the Buyer must operate its business utilizing the Acquired Assets in the best interests of its shareholders; (ii) that the Buyer has no obligation to utilize the Acquired Assets in order to achieve an Earnout Amount or to maximize the amount of the Earnout Amount; (iii) that there can be no assurance that any Earnout Amount will be received; and (iv) that the Buyer owes no fiduciary duty or express or implied duty to the Sellers, but instead the parties intend their contractual relationship, insofar as it relates to the Earnout Amount, to be governed solely by the express provisions of this Agreement.

      1.4 The Closing .

     (a) Time and Location . The Closing shall take place at the offices of Dorsey & Whitney LLP in Minneapolis, Minnesota, commencing at 10:00 a.m., local time, on the Closing Date.

     (b) Actions at the Closing . At the Closing:

     (i) the Sellers shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments, agreements and documents required to be delivered under Section 5.1;

     (ii) the Buyer shall deliver (or cause to be delivered) to the Sellers the various certificates, instruments, agreements and documents required to be delivered under Section 5.2;

     (iii) the Sellers shall execute and deliver a Bill of Sale in substantially the form attached hereto as Exhibit C ;

     (iv) each Seller owning registered trademarks included in the Acquired Assets shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit D ;

     (v) each Seller owning registered copyrights included in the Acquired Assets shall execute and deliver a Copyright Assignment in substantially the form attached hereto as Exhibit E ;

     (vi) the Buyer shall execute and deliver to each Seller an Assumption Agreement in substantially the form attached hereto as Exhibit F ;

     (vii) the Buyer and each of Barry Smith and Jason Smith shall execute and deliver to one another a Consulting Agreement substantially in the form attached hereto as Exhibit G (the “ Consulting Agreements ”);

     (viii) each Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession of such Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer;

     (ix) the Buyer shall pay to the Sellers Closing Cash and the Inventory Amount, by wire transfer of immediately available funds into one or more accounts designated by the Sellers as set forth on Schedule 1.2(a) ;

     (x) the Buyer shall deliver to the Sellers the Buyer Notes, along with an irrevocable unconditional and nontransferable Qualified Letter of Credit as security for the Unrestricted Notes in form attached hereto as Exhibit I ;

     (xi) the Buyer and the Sellers shall deliver a mutually agreed upon mutual release of claims with respect to that certain Distributor Agreement between Hanny Magnetics (B.V.I) Ltd. and Hopper Radio of Florida, Inc., dated June 8, 1995, as amended, and that certain License Agreement between Hanny Magnetics Limited and Hopper Radio of Florida, Inc., dated as of September 1994, as amended;

     (xii) the Sellers shall deliver to Buyer a list of all open purchase orders as of the Closing Date;

     (xiii) the Sellers and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets owned by the Sellers; and

     (xiv) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Sellers.

      1.5 Buyer Notes .

     (a) Each Buyer Note will be imprinted with a legend substantially in the following form:

      This Note was originally issued on                      , 2007 and has not been registered under the Securities Act of 1933, as amended. The transfer of this Note is subject to certain restrictions set forth in an Asset Purchase Agreement dated as of May 7, 2007 (the “Purchase Agreement”) between the issuer of this Note and the person to whom this Note originally was issued. The issuer of this Note will furnish a copy of these provisions to the holder of this Note without charge upon written request.

     Each Offset Note will also be imprinted with a legend substantially in the following form:

      The payment of principal and interest on this Note is subject to certain recoupment provisions set forth in the Purchase Agreement.

     (b) The Buyer Notes shall not be transferable or assignable without the prior written consent of Buyer. If such consent is provided, to transfer a Buyer Note, a Seller first must furnish the Buyer with (i) a written opinion reasonably satisfactory to the Buyer in form and substance from counsel reasonably satisfactory to the Buyer by reason of experience to the effect that such Seller may transfer such Buyer Note as desired without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Buyer in form and substance agreeing to be bound by the restrictions on transfer and, with respect to the Offset Notes, the recoupment provisions contained herein.

      1.6 Consents to Assignment . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, the Sellers and the Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, the Sellers and the Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with the Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Sellers shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of the Buyer of all claims or rights arising thereunder, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis.

      1.7 Further Assurances . At any time and from time to time after the Closing Date, as and when requested by any Party hereto and at such Party’s expense, the other Party or Parties shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are necessary to evidence and effectuate the transactions contemplated by this Agreement.

      1.8 Withholding Obligations . The Buyer shall be entitled to deduct and withhold from the consideration otherwise payable to the Sellers pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or

any other applicable Tax law and to collect any necessary Tax forms, including Forms W-8 or W-9, as applicable, or any similar information, from the Sellers. To the extent that amounts are so withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Sellers.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     The Sellers jointly and severally represent and warrant to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date hereof. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II only to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

      2.1 Organization, Qualification and Corporate Power . Each of the Sellers is a corporation duly incorporated or organized, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failure to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect. Each Seller has all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

      2.2 Authority . Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of this Agreement and such Ancillary Agreements and the consummation by each Seller of the transactions contemplated hereby and thereby have been validly authorized by all necessary corporate action on the part of each Seller. This Agreement has been, and such Ancillary Agreements will be, validly executed and delivered by each Seller and, assuming this Agreement and each such Ancillary Agreement constitute the valid and binding obligation of the Buyer, constitutes or will constitute a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

      2.3 Noncontravention . Subject to compliance with applicable antitrust or trade regulation laws, neither the execution and delivery by any Seller of this Agreement or the Ancillary Agreements to which such Seller will be a party, nor the consummation by any Seller of the transactions contemplated hereby or thereby, will:

     (a) conflict with or violate any provision of the charter or bylaws or comparable organizational documents of such Seller;

     (b) require on the part of any Seller any filing with, or any Permit, authorization, consent or approval of, any Governmental Entity, except for any filing, Permit, authorization, consent or approval that has been obtained;

     (c) other than as set forth on Section 2.3(c) of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which any Seller is a party or by which any Seller is bound or to which any of their respective assets is subject; or

     (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, any Seller or any of their respective properties or assets.

      2.4 Financial Statements . Section 2.4 of the Disclosure Schedule includes copies of the Financial Statements. The Financial Statements have been prepared in accordance with GAAP and the methodologies described in the footnotes thereto and fairly present, in all material respects, the financial condition and combined results of operations and cash flows of the Business as of the respective dates thereof and for the periods referred to therein in accordance with such methodologies; provided that the Financial Statements that are unaudited are subject to year-end adjustments (which shall not be material) and do not include footnotes. Notwithstanding the foregoing, the Sellers make no representation or warranty (and specifically disclaim any representation and warranty) with respect to Taxes and matters relating thereto that are disclosed on the Financial Statements.

      2.5 Absence of Certain Changes . Except as set forth on Schedule 2.5, since the Balance Sheet Date, (a) there have not been any changes in the business, financial condition or results of operations of the Business that would reasonably be expected to result in a Business Material Adverse Effect and (b) none of the Sellers has taken any of the actions (or permitted any of the events to occur) set forth in clauses (i) through (xi) of Section 4.2(b).

      2.6 Undisclosed Liabilities . The Business does not have any liability of a nature which is material to the Business, except for (a) liabilities shown on the Most Recent Balance Sheet, (b) liabilities which have arisen since the Balance Sheet Date in the ordinary course of business, (c) contractual and other liabilities which are not required by GAAP to be reflected on a balance sheet and (d) the Excluded Liabilities.

      2.7 Intentionally Omitted.

      2.8 Ownership of Personal Property.

     (a) The applicable Seller is the true and lawful owner of, and has good and marketable title to, or has a valid leasehold interest in or a valid license or right to use, all of the Personal Property purported to be owned by it, free and clear of all Security Interests. Except as set forth on Section 2.8(a) of the Disclosure Schedule, no financing statement under the Uniform Commercial Code with respect to any of the Personal Property is active in any jurisdiction, and none of the Sellers has signed any such active financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement.

     (b) Section 2.8(b) of the Disclosure Schedule lists individually (i) all pieces of Personal Property which are fixed assets (within the meaning of GAAP) having a book value greater than $1,000, indicating the cost, location, accumulated book depreciation (if any) and the net book value of each such fixed asset as of the Balance Sheet Date, and (ii) all other Personal Property of a tangible nature (other than Inventory) whose book value exceeds $1,000.

      2.9 Real Property .

     (a) The Sellers do not own any real property. The real properties demised by the leases listed on Section 2.9(b) of the Disclosure Schedule constitute all of the real property leased (whether or not occupied and including any leases assigned or leased premises sublet for which any of the Sellers remains liable), used or occupied by the Sellers relating to the Business.

     (b) The leases of real property listed on Section 2.9(b) of the Disclosure Schedule as being leased by the Company (the “ Leased Real Property ”) are in full force and effect, and the Sellers hold a valid and existing leasehold interest under each of the leases for the term listed on Section 2.9(b) of the Disclosure Schedule.

     (c) Other than as set forth on Section 2.9(c) of the Disclosure Schedule, none of the Sellers has received written notice of any violation of any applicable zoning ordinance or other law relating to the Leased Real Property, and none of the Sellers have received any notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Leased Real Property.

     (d) To the Seller’s knowledge there are no improvements made or contemplated to be made by any Governmental Entity, the costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Leased Real Property, and there are no present assessments, special assessments, special Taxes or charges.

      2.10 Intellectual Property .

     (a) Section 2.10(a) of the Disclosure Schedule lists all material or registered Business Intellectual Property. The applicable Seller owns, or is licensed or to the knowledge of the Sellers, otherwise possesses valid rights to use, each item of Business Intellectual Property.

     (b) Other than as set forth on Section 2.10(b) of the Disclosure Schedule, with respect to the Business, none of the Sellers received notice that it has been named in any pending suit, action or proceeding which involves a claim of infringement of any patents, trademarks, trade names, service marks or copyrights of any third party.

     (c) Each applicable Seller has performed the obligations required to be performed by it under the terms of any agreement pursuant to which the applicable Seller has rights in any Business Intellectual Property, and none of the Sellers nor, to the knowledge of the Sellers, any third party is in default under any such agreement, except in each case as would not reasonably be expected to have a Business Material Adverse Effect.

     (d) Other than rights and licenses granted in the ordinary course of business, none of the Sellers has granted to any third party any license or right to the commercial use of any of the Business Intellectual Property.

     (e) Other than as set forth on Section 2.10(e) of the Disclosure Schedule, there are no pending, or, to the knowledge of the Sellers, threatened claims against the Sellers or any of their respective former or current employees alleging that (i) any of the Business Intellectual Property or the Business infringes or violates any Third Party Rights or (ii) the Sellers or any of their respective employees has misappropriated any Third Party Rights.

     (f) To the knowledge of the Sellers, neither the operation of the Business by the Sellers nor any activity by the Sellers nor any use by the Sellers of the Business Intellectual Property infringes or violates any Third Party Rights, and neither the Sellers nor any of their respective employees, has misappropriated any Third Party Rights. The Sellers have not received any written communications alleging that any of the Business Intellectual Property is invalid or unenforceable. To the knowledge of the Sellers, no third party has violated or infringed or is violating or infringing any of the Business Intellectual Property. Except as listed in Schedule 2.10(f), the Sellers do not have any licenses or other agreements under which they are granted rights by others in any Business Intellectual Property.

     (g) To the knowledge of the Sellers, no current or former employee or consultant of the Sellers owns or has claimed any ownership rights in or to, or any right to use, any of the Business Intellectual Property, and to the knowledge of the Sellers no employee of the Sellers has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose any Business Intellectual Property to anyone other than the Sellers.

     (h) Except as disclosed in Schedule 2.10(h), each of the Sellers (i) has not directly or indirectly licensed or granted to anyone rights of any nature with respect to any of the Business Intellectual Property; and (ii) is not obligated to and does not pay royalties or other fees to anyone with respect to the ownership, use, license or transfer of any of the Business Intellectual Property.

      2.11 Contracts .

     (a) Section 2.11(a) of the Disclosure Schedule lists all of the following contracts or agreements (and, in the case of oral contracts or agreements, includes a summary thereof) to which any Seller is a party as of the date of this Agreement that are used in or related to the Business (other than contracts or agreements relating to Excluded Assets or Excluded Liabilities) (the “ Designated Contracts ”):

     (i) any agreement (or group of related agreements with the same party) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per annum or having a remaining term longer than six (6) months;

     (ii) any agreement (or group of related agreements with the same party) for the purchase of products or services (A) under which the undelivered balance of such products and services is in excess of $1,000, (B) which calls for performance over a period of more than one year, or (C) under which any Seller (1) has granted manufacturing rights, “most favored nation” pricing provisions or exclusive sales, marketing or distribution rights relating to the Business or any products or services of the Business, (2) has agreed to sell or purchase a minimum quantity of goods or services in an amount greater than $1,000 or (3) has agreed to sell or purchase goods or services exclusively to or from a third party;

     (iii) any agreement (or group of related agreements with the same party) which involves a payment to be made to any Seller in excess of $1,000, either pursuant to a contract with a customer of the Business or pursuant to any other contract or agreement for the sale of products or services entered into outside of the ordinary course of business;

     (iv) any agreement for the acquisition by any Seller of any operating business, whether by merger, stock purchase or asset purchase, except for any such business which did not or will not become part of the Business;

     (v) any partnership, joint venture or other similar contract, arrangement or agreement;

     (vi) any agreement (or group of related agreements with the same party) under which any Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money relating to the Business the outstanding balance of which is more than $1,000, or under which any Seller has imposed a Security Interest on any of its assets, tangible or intangible, relating to the Business;

     (vii) any agreement that prohibits or restricts the Business from freely operating anywhere in the world or that restricts any Seller from competing in any line of business or with any Person;

     (viii) any agreement involving any Seller’s executive officers, directors or employees of the Business providing annual base compensation at a rate in excess of $100,000;

     (ix) any severance, “stay pay” or termination agreement with any officer or other employee of the Business;

     (x) any contract or agreement providing for the purchase of all or substantially all of its requirements of a particular product from a supplier;

     (xi) any contract or agreement which by its terms does not terminate or is not terminable by the applicable Seller for any reason without penalty within six (6) months after the date hereof;

     (xii) any contract with any dealer, sales representative, sales agent or distributor;

     (xiii) any license agreement (as licensor or licensee);

     (xiv) Intentionally Omitted;

     (xv) any agreement with any Governmental Entity;

     (xvi) any agreement that is with, to the Seller’s knowledge, any minority, disadvantaged, veteran-owned and/or women-owned business enterprise;

     (xvii) any agreement in which any Seller makes a representation or a commitment relating to small, minority, disadvantaged and/or women-owned business enterprises, including but not limited to any representation or commitment that the sale of products or the furnishing of services by the Business will satisfy any requirements of the customer or any Governmental Entity relating to the level of utilization of small, minority, disadvantaged and/or women-owned business enterprises in providing products and/or services to such customer or Governmental Entity;

     (xviii) any agreement or arrangement for the storage of Inventory, including consignment agreements with customers; and

     (xix) any barter agreement with customers or suppliers involving quid pro quo arrangements.

     (b) The Sellers have delivered or made available to the Buyer a complete and accurate copy of each written Designated Contract and a complete and accurate summary of each oral Designated Contract. Each Designated Contract is a valid and binding obligation of the applicable Seller, and, to the knowledge of the Sellers, of each other party thereto, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and

subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. None of the Sellers nor, to the knowledge of the Sellers, any other party to any Designated Contract, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereof on the part of the applicable Seller or, to the knowledge of the Sellers, on the part of any other party thereto.

      2.12 Intentionally Omitted .

      2.13 Litigation . Section 2.13 of the Disclosure Schedule lists (other than with respect to Taxes), as of the date of this Agreement, each (a) judgment, order, decree, stipulation or injunction of any Governmental Entity naming any Seller that relates to the Business and (b) action, suit or proceeding by or before any Governmental Entity to which any Seller is a party and that relates to the Business.

      2.14 Employment Matters .

     (a) The Sellers are currently in compliance in all material respects with, and have at all times complied in all material respects with, all applicable laws governing the hiring, employment and classification of employees. Section 2.14(a) of the Disclosure Schedule contains a complete and accurate list of all Business Employees, describing for each such Business Employee, the position, whether classified as exempt or non-exempt for wage and hour purposes, date of hire, business location, annual base salary, monthly/weekly/hourly rates of compensation, average scheduled hours per week, status (i.e., active or inactive and if inactive, the type of leave and estimated duration) and the total amount of bonus, severance and other amounts to be paid to such Business Employee at the Closing or otherwise in connection with the transactions contemplated hereby. Section 2.14(a) of the Disclosure Schedule contains a complete and accurate list of all Contingent Workers, describing for each Contingent Worker such individual’s role in the Business, fee or compensation arrangements and other contractual terms with the applicable Seller.

     (b) Each current Business Employee has entered into a confidentiality and assignment of inventions agreement with the applicable Seller, a copy or form of which has previously been delivered to the Buyer. Section 2.14(b) of the Disclosure Schedule contains a list of all Business Employees who are a party to a non-competition agreement and/or non-solicitation agreement with any Seller (indicating the type of agreement for each such individual); copies of such agreements have previously been delivered to the Buyer.

     (c) Section 2.14(c) of the Disclosure Schedule lists each Business Employee as of the date of this Agreement who is required by applicable law to hold a temporary work authorization or a particular class of non-immigrant visa in order to work in any jurisdiction in which such employee is employed (each a “ Work Permit ”), and shows for each such employee the type of Work Permit held by such Business Employee and the remaining period of validity of such Work Permit. With respect to each Work Permit, all of the information

that any of the Sellers has provided to the relevant Governmental Entities (collectively, “ Immigration Authorities ”) in the application for such Work Permit was true and complete. The Sellers have received the appropriate notice of approval from the Immigration Authorities with respect to each such Work Permit. None of the Acquired Entities has received any notice from the Immigration Authorities that any Work Permit has been revoked. There is no action pending or, to the Sellers’ knowledge, threatened to revoke or adversely modify the terms of any Work Permit. Except as disclosed in Section 2.14(c) of the Disclosure Schedule, no employee of any of the Sellers is a non-immigrant employee of a nationality other than that of the jurisdiction in which he or she is employed whose right to remain in such employment would terminate or otherwise be affected by the transactions contemplated by this Agreement. For each employee of any of the Sellers hired after November 6, 1986 and working in the United States, the respective Seller has retained an Immigration and Naturalization Service Form I-9, completed in accordance with applicable law.

     (d) None of the Sellers is a party to or bound by any collective bargaining agreement relating to the Business, nor has any Seller, with respect to the Business, experienced, since 2003, any material strikes, grievances, claims of unfair labor practices or other collective bargaining disputes.

     (e) To the knowledge of the Sellers, no Business Employee has any plans to terminate employment with any of the Sellers (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

     (f) The employment of any terminated former employee of any of the Sellers engaged in the Business has been terminated in material compliance with any applicable contract terms and applicable law, and none of the Sellers has any material liability under any contract or applicable Law toward any such terminated employee, except as may be set forth in any Plan.

     (g) Except as set forth on Schedule 2.14(g) of the Disclosure Schedule, none of the Sellers has made any loans (except advances for business expenses in the ordinary course of business) to any Business Employee that have not been fully repaid, forgiven or otherwise satisfied.

     (h) Except as set forth on Schedule 2.14(h) of the Disclosure Schedule, each of the Sellers has paid in full to all employees all wages, salaries, bonuses and commissions due and payable to such employees and Buyer assumes no obligation for any unpaid amounts.

     (i) Except as set forth on Schedule 2.14(i) of the Disclosure Schedule, there has been no lay-off of employees or work reduction program undertaken by or on behalf of any of the Sellers in the past two years, and no such program has been adopted by any of the Sellers or publicly announced. No orders, awards, improvements, prohibitions or other notices have been served upon and no other enforcement or similar proceedings have been taken against any of the Sellers in the past two years pursuant to any legislation, regulations, orders or codes of conduct of any Governmental Entity in respect of employees.

     (j) There are no current negotiations for any change in the rate of remuneration or the bonus, incentives, prerequisites or emoluments or pension benefits of any Business Employee.

      2.15 Employee Benefits .

     (a) Section 2.15(a) of the Disclosure Schedule contains a complete and accurate list of all Business Benefit Plans. Complete and accurate copies of all Business Benefit Plans and all related trust agreements, insurance contracts and summary plan descriptions have been made available to the Buyer.

     (b) The Business Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service (the “ IRS ”) to the effect that such Business Benefit Plans are qualified or are entitled to rely on a prototype plan sponsor’s determination letter from the IRS pursuant to recent IRS pronouncements, and the plans and the trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, or the period for obtaining or relying on such a determination letter has not yet closed.

     (c) Except as set forth in Section 2.15(c) of the Disclosure Schedule, no ERISA Affiliate has ever maintained or been required to contribute to any Employee Benefit Plan subject to Title IV of ERISA or to any Multiemployer Plan.

     (d) No act or omission has occurred and no condition exists with respect to any Business Benefit Plan maintained by any Seller, any of their respective Affiliates or any ERISA Affiliate that would subject the Buyer to any fine, penalty, Tax or liability of any kind imposed under ERISA or the Code (other than liabilities for benefits accrued under Business Benefit Plans for Business Employees or any Seller and their beneficiaries). There are no criminal proceedings against, and no material civil, arbitration, administrative or other proceedings or disputes by or against, the trustees, managers or administrators of the Business Benefit Plans or any of the Sellers in relation to the Business Benefit Plans and none is pending or, to the Sellers’ knowledge, threatened.

     (e) There are no unfunded obligations under any Business Benefit Plan providing welfare benefits after termination of employment to any Business Employee (or to any beneficiary of any such employee), excluding continuation of health coverage required to be continued under Section 4980B of the Code or other similar applicable laws.

     (f) Section 2.15(f) of the Disclosure Schedule sets forth the policy of the Sellers with respect to accrued vacation, personal and sick time and earned time off applicable to the Business Employees and the total amount of such liabilities with respect to the Business Employees as of the date hereof (and updated as of the Closing Date).

     (g) No undertaking or assurance (whether or not constituting a legally binding commitment) has been given to any Business Employee as to the continuation of the Business Benefit Plans after the Closing.

      2.16 Environmental Matters . Except as described or identified in Section 2.16 of the Disclosure Schedule:

     (i) the Business’ operations are currently in compliance with, and have at all times complied with, applicable Environmental Laws and, to the knowledge of the Sellers, there are no circumstances that may prevent or interfere with such compliance in the future;

     (ii) there is no pending civil or criminal litigation, written notice of violation or formal administrative proceeding, investigation or claim relating to any Environmental Law involving any Leased Real Property or any property formerly owned or operated by the Business;

     (iii) no Materials of Environmental Concern have been Released by the Business at any Leased Real Property in violation of applicable Environmental Law; and

     (iv) The Sellers are not aware of any liability under Environmental Laws of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used in connection with the operations of the Business.

      2.17 Legal Compliance . Each Seller, with respect to the Business, has been and remains in material compliance with all applicable laws (including rules and regulations thereunder, other than with respect to Taxes) of any federal, state or foreign government, or any Governmental Entity, in effect with respect to the Business. None of the Sellers has received written notice of, or to the Sellers’ knowledge are subject to, any pending or threatened civil, criminal or administrative action, suit, proceeding, hearing, demand letter, investigation, claim, complaint, demand, request for information, or notice relating to the Business (other than with respect to Taxes). There is no act, omission, event or circumstance of which the Sellers have knowledge that would reasonably be expected to give rise to any such action, suit, proceeding, hearing, demand letter, investigation, claim, complaint, demand, request for information or notice (other than with respect to Taxes).

      2.18 Permits . Section 2.18 of the Disclosure Schedule lists all Permits. Each Permit listed in the Disclosure Schedule is in full force and effect, and none of the Sellers is in material violation of or default under any Permit. No suspension or cancellation of any such Permit has been threatened in writing. The Permits include, but are not limited to, those required in order for the applicable Seller to conduct the Business under federal, state, local or foreign statutes, ordinances, orders, requirements, rules, regulations, Environmental Laws and laws pertaining to public health and safety, worker health and safety, buildings, highways or zoning. None of the Permits is subject to termination as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, and, to the knowledge of the Sellers, the Buyer will not be required to obtain any further Permits to continue to conduct the Business after the Closing. The Sellers have not made any false statements on, or omissions from, any notifications, applications, approvals, reports and other submissions to any Governmental Entity or in or from any other records and documentation prepared or maintained to comply with the requirements of any Governmental Entity.

      2.19 Business Relationships with Affiliates . Section 2.19 of the Disclosure Schedule lists any agreements with respect to the Business whereby any Affiliate of any Seller, directly or indirectly, (a) owns any property or right, tangible or intangible, which is used in the Business, (b) has any material claim or cause of action against the Business, or (c) owes any money to, or is owed any money by, the Business. Section 2.19 of the Disclosure Schedule describes any commercial transactions or relationships between any of the Sellers and any Affiliate thereof (as well as any commercial transactions or relationships between any such Affiliates and Suppliers) which occurred or have existed since the beginning of the time period covered by the Financial Statements.

      2.20 Brokers’ Fees . None of the Sellers has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement that would constitute an Assumed Liability.

      2.21 Inventory . All of the Inventory as of the Balance Sheet Date is set forth in Section 2.21 of the Disclosure Schedule, which shall be updated as of the Closing.

      2.22 Intentionally Omitted .

      2.23 Insurance . Section 2.23 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) relating to the Business to which any Seller is a party, all of which are in full force and effect. There is no claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy, and each applicable Seller is otherwise in compliance in all material respects with the terms of such policies. None of the Sellers has received written notice of any threatened termination of any such policy.

      2.24 Warranty Matters . None of the Business Products manufactured, sold, leased, licensed or delivered by any Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) the applicable standard terms and conditions of sale or lease of the Business, which are set forth in Section 2.24 of the Disclosure Schedule, (ii) manufacturers’ warranties for which the Business has no liability or (iii) warranties imposed by applicable law. The reserves for Warranty Obligations reflected on the Most Recent Balance Sheet are reasonable in amount, are consistent with the past practice of the Sellers with respect to the Business. Section 2.24 of the Disclosure Schedule sets forth the aggregate expenses incurred by the Sellers in fulfilling their obligations under their guaranty, warranty, right of return and indemnity provisions with respect to the Business during each of the fiscal years and the interim period covered by the Financial Statements.

      2.25 Customers, Distributors and Suppliers . Section 2.25 of the Disclosure Schedule sets forth a true and complete list of all customers, sales representatives, dealers and distributors (whether pursuant to a commission, royalty or other arrangement) that accounted for $500,000 or

more of the sales of the Business for the fiscal year ended December 31, 2006, showing with respect to each, the name, address and dollar value involved (collectively, the “ Customers and Distributors ”). Section 2.25 of the Disclosure Schedule also sets forth a true and complete list of all suppliers of the Business to whom during the fiscal year ended December 31, 2006, the Sellers made payments aggregating $200,000 or more, showing with respect to each, the name, address and dollar value involved (the “ Suppliers ”). No Customer, Distributor or Supplier has canceled or otherwise terminated its relationship with the applicable Seller, or, during the last twelve (12) months, has decreased materially its services, supplies or materials to the applicable Seller or its usage or purchase of the services or products of the applicable Seller nor, to the knowledge of the Sellers, does any Customer, Distributor or Supplier have any plan or intention to do any of the foregoing.

      2.26 Investment . Each Seller (a) understands that the Buyer Notes have not been, and will not be, registered under the Securities Act or under any state securities laws, is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering and will contain a legend restricting transfer; (b) is acquiring the Buyer Notes solely for such Seller’s own account for investment purposes, and not with a view to the distribution thereof; (c) is a sophisticated investor with knowledge and experience in business and financial matters; (d) has received certain information concerning the Buyer and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Buyer Notes; and (e) is able to bear the economic risk and lack of liquidity inherent in holding the Buyer Notes.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer represents and warrants to each Seller that the statements contained in this Article III are true and correct as of the date hereof, and will be true and correct as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

      3.1 Organization . The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization.

      3.2 Authority . The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and such Ancillary Agreements and the consummation by the Buyer of the transactions contemplated hereby and thereby have been validly authorized by all necessary company action on the part of the Buyer. This Agreement has been, and such Ancillary Agreements will be, validly executed and delivered by the Buyer and, assuming this Agreement and each such Ancillary Agreement constitute the valid and binding obligation of the Sellers, constitutes or will constitute a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

      3.3 Noncontravention . Subject to compliance with the applicable requirements of applicable antitrust or trade regulation laws, neither the execution and delivery by the Buyer of this Agreement or the Ancillary Agreements to which the Buyer will be a party, nor the consummation by the Buyer of the transactions contemplated hereby or thereby, will:

     (a) conflict with or violate any provision of the organizational documents of the Buyer;

     (b) require on the part of the Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval that has been obtained;

     (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate or modify, or require any notice, consent or waiver under, any contract or agreement to which the Buyer is a party or by which the Buyer is bound; or

     (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, the Buyer or any of its properties or assets.

      3.4 Litigation . There are no actions, suits, claims or legal, administrative or arbitratorial proceedings pending against, or, to the Buyer’s knowledge, threatened against, the Buyer which would adversely affect the Buyer’s performance under this Agreement or the consummation of the transactions contemplated by this Agreement.

      3.5 Financial Capacity; Solvency . The Buyer (i) has, and at the Closing will have, sufficient internal cash (without taking into account any unfunded financing regardless of whether any such financing is committed) in an aggregate amount sufficient to pay the Closing Cash payable as required by this Agreement, (ii) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform its obligations hereunder and (iii) has not, and as of the Closing, shall not have, incurred any obligation, commitment, restriction or liability of any kind which would impair or adversely affect such resources and capabilities, including, without limitation, after giving effect to any obligation, commitment, restriction or liability of any kind with respect to this Agreement. Immediately after giving effect to the transactions contemplated hereby, the Buyer will not (x) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (y) have unreasonably small capital with which to engage in its business, or (z) have incurred debts beyond its ability to pay as they become due.

      3.6 No Brokers . No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Buyer in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE IV
PRE-CLOSING COVENANTS

      4.1 Closing Efforts .

     (a) Subject to the terms hereof, including Section 4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to the Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. The Buyer on the one hand and the Seller on the other hand shall evenly split any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties shall (i) prepare and file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act within 14 days after the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Hart-Scott-Rodino Act and (iii) use their respective commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Act as soon as practicable. The Buyer shall pay the filing fee required in connection with filings made under the Hart-Scott-Rodino Act.

     (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that the Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

      4.2 Operation of Business .

     (a) During the period from the date of this Agreement until the Closing Date, each of the Sellers shall:

     (i) conduct the operations of the Business in the ordinary course, consistent with past practice;

     (ii) maintain consistent with past practice the assets, properties, facilities and equipment of the Business in good working order and condition as of the date hereof (excluding ordinary wear and tear);

     (iii) perform in all material respects all of its obligations under all agreements relating to or affecting the Business or the assets, liabilities, properties, equipment or rights thereof;

     (iv) use its commercially reasonable efforts to (A) preserve the Business organization intact, (B) retain the Business’s present employees, but in no event shall Sellers be required to increase compensation or extend bonuses and (C) maintain the relationships and agreements with the Business’s suppliers, distributors, customers and others having dealings with the Business, all in a manner consistent with past practices, but in no event shall Seller be required to extend any discounts or rebates or agree to any cost increases, in each case to the extent inconsistent with past practice;

     (v) continue in full force and effect all existing insurance policies (or comparable insurance) relating to the Business; and

     (vi) comply in all material respects with all Permits, rules, laws and regulations applicable to the Business.

     (b) Prior to the Closing, none of the Sellers shall, without the prior written consent of the Buyer:

     (i) sell, assign, transfer, lease, exchange or dispose of any portion of the Acquired Assets, except for sales of Inventory in the ordinary course of business consistent with past practice; provided , however , that nothing in this clause (i) shall prohibit the collection by the Sellers of accounts receivable of the Business;

     (ii) incur or guarantee any indebtedness for borrowed money relating to the Business, except in the ordinary course of business consistent with past practice;

     (iii) grant any rights to severance benefits, “stay pay” or termination pay to any Business Employee, or increase the compensation or other benefits payable or potentially payable to, any Business Employee under any previously existing severance benefits, “stay-pay” or

termination pay arrangements except for “stay pay” or termination pay to Business Employees not to exceed $20,000 in the aggregate;

     (iv) make any capital expenditures or commitments therefor with respect to the Business in an amount in excess of $1,000 in the aggregate;

     (v) acquire any operating business, whether by merger, stock purchase, asset purchase or otherwise (except for any business that will not become part of the Business);

     (vi) increase the current compensation or benefits of, or current level of payments to, or enter into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any Business Employees;

     (vii) materially amend the terms of any existing Business Benefit Plan, except as required by law;

     (viii) materially change the accounting principles, methods or practices insofar as they relate to the Business, except in each case to conform to changes in GAAP;

     (ix) enter into any contract, agreement, obligation or commitment relating to the Business, except in the ordinary course of business consistent with past practice and other than a contract terminable on 30 days or less notice;

     (x) create any Security Interests in any of the Acquired Assets; or

     (xi) agree in writing or otherwise to take any of the foregoing actions.

      4.3 Access .

     (a) Each Seller shall permit representatives of the Buyer to have access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the Business Employees and the counsel and auditors of the Sellers as well as the premises, properties, financial and accounting records, contracts and other records and documents, of or pertaining to the Business; provided, however, such counsel shall not be obligated to disclose any information or documents that is covered by the attorney-client privilege or the attorney work product privilege. Prior to the Closing, the Buyer and its representatives shall not contact or communicate with the customers and suppliers of any Seller in connection with the transactions contemplated by this Agreement, except with the prior written consent of any Seller.

     (b) The Sellers will provide the Buyer, the Buyer’s representatives and Buyer’s independent registered public accountants reasonable access during normal business hours to such books, records, workpapers, data and other information as may be reasonably requested by the

Buyer to allow the Buyer and its independent registered public accountants to conduct an audit or review of the Business and Acquired Assets for such periods as the Buyer may require for its financial reporting purposes required in connection with any report required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Sellers shall cooperate with the Buyer and Buyer’s independent registered public accountants in the preparation of audited and/or pro forma financial statements in respect of the Business and Acquired Assets for such periods as the Buyer may require; provided, that the Buyer shall be responsible for the cost of its audit.

     (c) The Buyer and the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that Information provided by any Seller or any of their respective Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers Information relating to the Business, shall terminate effective as of the Closing, but shall remain in effect insofar as it covers other Information disclosed thereunder.

      4.4 Exclusivity .

     (a) Each of the Sellers shall not, and shall require each of their respective managers, employees, directors, officers, partners, Affiliates, attorneys, investment bankers, accountants, representatives and agents not to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiry, proposal, offer or discussion with any party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, lease, sale of stock, sale of material assets, disposition or similar business transaction involving the Business or any of the Sellers (any such inquiry, proposal, offer or discussion, an “ Acquisition Proposal ”), (ii) furnish any information concerning the Business or the properties or assets of the Sellers, including any access thereto, to any party (other than the Buyer or customers, suppliers or distributors of the Business in the ordinary course of business) or (iii) engage in discussions or negotiations with any party (other than the Buyer) concerning any Acquisition Proposal.

     (b) Each of the Sellers shall immediately notify any party with which discussions or negotiations of the nature described in paragraph (a) above are pending that such Seller, as the case may be, is terminating such discussions or negotiations. If any of the Sellers receives any Acquisition Proposal, such Seller shall, within one Business Day after such receipt, notify the Buyer of such Acquisition Proposal, including the identity of the other party and the terms of such Acquisition Proposal.

      4.5 Supplement to Disclosure Schedules . In the event that any Seller becomes aware of any fact or condition occurring after the date hereof that would require a change to any Disclosure Schedule (if the Disclosure Schedules were dated as of the fact or condition) the Sellers may deliver a supplement to the Disclosure Schedules specifying the change. The Buyer shall promptly determine prior to Closing whether it desires

to terminate the Agreement under Article 8 hereof or proceed to Closing with such changed Disclosure Schedules. In the event that the Buyer proceeds to Closing without terminating the Agreement, the Buyer shall be deemed to have waived its right to recover Damages from the Sellers resulting from such change.

ARTICLE V

      5.1 Conditions to Obligations of the Buyer . The obligation of the Buyer to consummate the transactions to be consummated at the Closing is subject to the satisfaction (or waiver by the Buyer) of the following conditions:

     (a) the representations and warranties of the Sellers set forth in Article II shall be true and correct in all material respects (except for such representations and warranties that are already qualified by their terms by a reference to materiality or Business Material Adverse Effect which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Closing Date as if made as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date);

     (b) each Seller shall have performed or complied with the agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing;

     (c) no third party action, suit or proceeding shall be pending by or before any Governmental Entity seeking to prevent consummation of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or injunction enjoining or preventing the consummation of the transactions contemplated by this Agreement shall be in effect;

     (d) the Sellers shall have executed and delivered to the Buyer the Seller Certificate;

     (e) all applicable waiting periods (and any extensions thereof) under applicable antitrust or trade regulation laws shall have expired or otherwise been terminated;

     (f) each of Barry Smith, Jason Smith and Sean Smith shall have executed and delivered to the Buyer a Noncompetition Agreement in the form attached hereto as Exhibit H ;

     (g) each of Barry Smith and Jason Smith shall have executed and delivered to the Buyer the respective Consulting Agreements;

     (h) the Sellers shall have obtained all Third Party Consents listed in Schedule 5.1(h) ;

     (i) the Buyer shall have received a certificate of good standing of the Sellers in their jurisdictions of organization and a certificate as to the incumbency of officers and the adoption of authorizing resolutions;

     (j) the Buyer shall have received the audited financial statements with respect to the Business for the nine month period ending December 1, 2005 and the twelve month period ending December 31, 2006, and such audited financial statements shall not be materially different than the Financial Statements such that adjustments made in the audited financial statements, individually or in the aggregate, do not result in a negative adjustment to operating income for any such period by 5% or more; provided, that Buyer shall have notified the Sellers within five Business Days of receipt of such audited financial statements if Buyer determines that any such negative adjustment will cause this condition not to have been satisfied;

     (k) all statutory notice requirements under Chapter 49 of the laws of Hong Kong (Transfer of Businesses (Protection of Creditors) Ordinance) shall have been completed, and no actions or proceedings shall have been instituted thereunder (and no written notice that proceedings have been instituted shall have been received) during the notice period;

     (l) the Buyer shall have received a Tax Indemnification Agreement from Barry Smith in the form mutually agreed upon by the Parties; and

     (m) the Buyer and BJS Family Partnership, Ltd., as landlord, shall have entered into a lease for the premises located at 3200 Meridian Business Campus at Weston, 3200 Meridian Parkway, Weston, Florida 33326, on terms summarized on Exhibit J .

      5.2 Conditions to Obligations of the Sellers . The obligation of the Sellers to consummate the transactions to be consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions:

     (a) the representations and warranties of the Buyer set forth in Article III shall be true and correct in all material respects (except for such representations and warranties that are already qualified by their terms by a reference to materiality or Buyer Material Adverse Effect which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Closing Date as if made as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date);

     (b) the Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing;

     (c) no action, suit or proceeding shall be pending by or before any Governmental Entity seeking to prevent consummation of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or injunction enjoining or preventing consummation of the transactions contemplated by this Agreement shall be in effect;

     (d) the Buyer shall have delivered to the Sellers the Buyer Certificate;

     (e) all applicable waiting periods (and any extensions ther