ASSET PURCHASE AGREEMENT

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Exhibit 10

ASSET PURCHASE AGREEMENT

DATED AS OF APRIL 8, 2005

AMONG

DELUXE PATTERN CORPORATION,

CERTAIN OF ITS AFFILIATES NAMED HEREIN,

VENTURE HOLDINGS COMPANY, LLC,

CERTAIN OF ITS AFFILIATES NAMED HEREIN,

AND

NEW VENTURE HOLDINGS, LLC

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS.................................................... 1

1.1 Definitions................................................... 1

ARTICLE II PURCHASE AND SALE............................................. 10

2.1 Purchased Assets.............................................. 10

2.2 Excluded Assets............................................... 12

2.3 Assumed Liabilities........................................... 13

2.4 Excluded Liabilities.......................................... 13

2.5 Assignments; Cure Amounts..................................... 14

ARTICLE III PURCHASE PRICE............................................... 14

3.1 Purchase Price................................................ 14

3.2 Allocation of Purchase Price.................................. 15

ARTICLE IV CLOSING....................................................... 15

4.1 Closing Date.................................................. 15

4.2 Payment on the Closing Date................................... 15

4.3 Buyer's Additional Deliveries................................. 16

4.4 Sellers' Deliveries........................................... 16

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS...................... 17

5.1 Organization of Sellers....................................... 17

5.2 Subsidiaries and Investments.................................. 17

5.3 Authority of Sellers.......................................... 17

5.4 Real Property................................................. 18

5.5 Title to Property............................................. 20

5.6 Taxes......................................................... 20

5.7 Absence of Certain Developments............................... 20

5.8 Sellers' Intellectual Property................................ 20

5.9 Employment Matters............................................ 21

5.10 Sufficiency of Assets......................................... 22

5.11 Compliance with Laws; Governmental Permits.................... 22

5.12 Contracts..................................................... 23

5.13 Financial Statements.......................................... 23

5.14 No Undisclosed Liabilities.................................... 23

5.15 Litigation.................................................... 23

5.16 Accounts Receivable........................................... 24

5.17 Equipment..................................................... 24

5.18 Inventory..................................................... 24

5.19 Affiliate Transactions........................................ 24

5.20 No Finder..................................................... 24

5.21 Disclaimer.................................................... 25

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ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER....................... 25

6.1 Organization of Buyer......................................... 25

6.2 Authority of Buyer............................................ 25

6.3 No Finder..................................................... 26

6.4 Payment of Purchase Price..................................... 26

ARTICLE VII ACTION PRIOR TO THE CLOSING DATE............................. 26

7.1 Investigation of the Business by Buyer........................ 26

7.2 Preserve Accuracy of Representations and Warranties........... 26

7.3 Third Party Consents.......................................... 27

7.4 Governmental Approvals........................................ 27

7.5 Operations Prior to the Closing Date.......................... 28

7.6 Notification of Certain Matters............................... 31

7.7 Insurance..................................................... 31

ARTICLE VIII ADDITIONAL AGREEMENTS....................................... 31

8.1 Taxes......................................................... 31

8.2 Employees and Employee Benefit Plans.......................... 32

8.3 Collection of Receivables..................................... 33

8.4 Adequate Assurances Regarding Seller Agreements............... 33

8.5 Performance Under Seller Agreements........................... 34

8.6 Certain Actions............................................... 34

8.7 Covenant Not to Compete; Non-Solicitation..................... 34

8.8 No Liability for Representations and Warranties............... 35

ARTICLE IX CONDITIONS TO CLOSING......................................... 36

9.1 Conditions to Each Party's Obligations to Effect the Closing.. 36

9.2 Conditions to Obligations of Buyer............................ 36

9.3 Conditions to Obligations of the Sellers...................... 37

ARTICLE X TERMINATION.................................................... 37

10.1 Termination................................................... 37

10.2 Notice of Termination......................................... 38

10.3 Effect of Termination......................................... 38

ARTICLE XI GENERAL PROVISIONS............................................ 38

11.1 Survival of Obligations....................................... 38

11.2 Confidential Nature of Information............................ 38

11.3 Investigation................................................. 39

11.4 No Public Announcement........................................ 40

11.5 Notices....................................................... 40

11.6 Successors and Assigns........................................ 42

11.7 Access to Records after Closing............................... 42

11.8 Entire Agreement; Amendments; Schedules....................... 42

11.9 Interpretation................................................ 43

11.10 Waivers....................................................... 43

11.11 Expenses...................................................... 43

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11.12 Partial Invalidity............................................ 43

11.13 Execution in Counterparts..................................... 43

11.14 Further Assurances............................................ 44

11.15 Governing Law................................................. 44

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SCHEDULES

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SECTION SCHEDULE*

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1.1(a) Persons With Knowledge

1.1(b) Third Party Consents

2.1(e) Seller Agreements

2.1(n) Foreign Subsidiaries

2.2(d) Excluded Assets

2.2(g) Excluded Accounts Receivable

2.2(i) Actions Against Other Sellers

2.3(g) Assumed General Unsecured Claims

5.2 Subsidiaries and Investments

5.4(a) Owned Real Property

5.4(b) Leased Real Property

5.5 Title to Property

5.6 Taxes

5.8(a) Intellectual Property

5.8(b) Intellectual Property Licenses and Agreements

5.8(c) Intellectual Property Violations, Claims and Actions

5.9(c) Unfair Labor Practice, Charges and Other Employee-Related

Complaints or Claims

5.9(d) Labor and Collective Bargaining Agreements

5.13 Financial Statements

5.15 Litigation

5.19 Affiliate Transactions

8.2(a) Employees Not Given Offers

8.2(b) Employee Benefit Plans

8.2(d) Employee and Consulting Agreements

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EXHIBITS

EXHIBIT A - DELUXE ENTITIES

EXHIBIT B - VENTURE ENTITIES

EXHIBIT C - ASSIGNMENT AND ASSUMPTION AGREEMENT*

EXHIBIT D - BILL OF SALE*

EXHIBIT E - ASSIGNMENT OF PATENTS*

EXHIBIT F - ASSIGNMENT OF TRADEMARKS*

EXHIBIT G - ASSIGNMENT OF COPYRIGHTS*

EXHIBIT H - ASSIGNMENT OF DOMAIN NAMES*

EXHIBIT I - KEY EMPLOYEE RETENTION PROGRAM TERMS*

EXHIBIT J - LOAN AGREEMENTS*

EXHIBIT K - SALE ORDER*

*Note: Copies of the Schedules / omitted Exhibits will be furnished

supplementally to the Securities and Exchange Commission upon request.

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of April 8, 2005 (this

"Agreement"), among Deluxe Pattern Corporation, a Michigan corporation ("Deluxe

Pattern"), and certain of its Affiliates listed in Exhibit A attached hereto

(together with Deluxe Pattern, the "Deluxe Entities"), Venture Holdings Company,

LLC, a Michigan limited liability company ("Venture Holdings"), and certain of

its Affiliates listed in Exhibit B attached hereto (together with Venture

Holdings, the "Venture Entities", and together with the Deluxe Entities,

"Sellers") and New Venture Holdings, LLC, a Delaware limited liability company

("Buyer").

WHEREAS, the Venture Entities are, among other things, engaged in the

business of the supply, design, system integration and manufacture of interior

and exterior plastic components, modules and systems for the automotive industry

and other industries (the "Venture Business");

WHEREAS, the Deluxe Entities are, among other things, engaged in the

business of the ownership of real estate, machinery and equipment and

intellectual property and the performance of manufacturing related and

administrative services (including design work and tooling) and marketing

formats integral to the supply, design, system integration and manufacture of

interior and exterior plastic components, modules and systems for the automotive

industry (the "Deluxe Business", and together with the Venture Business, the

"Business");

WHEREAS, each of the Venture Entities and Deluxe Entities has

commenced reorganization proceedings by filing a voluntary petition for relief

with the Bankruptcy Court under Chapter 11 of the Bankruptcy Code (each, a

"Filing" and together, the "Filings"); and

WHEREAS, Sellers desire to sell or cause to be sold to Buyer, and

Buyer desires to purchase, subject to the approval of the Bankruptcy Court

pursuant to Section 363 of the Bankruptcy Code, substantially all of the assets

of the Business, together with Buyer assuming certain liabilities related

thereto, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and

agreements hereinafter set forth, it is hereby agreed between Sellers and Buyer

as follows:

ARTICLE I

DEFINITIONS

1.1 DEFINITIONS. In this Agreement, the following terms have the meanings

specified or referred to in this Section 1.1 and shall be equally applicable to

both the singular and plural forms. Any agreement referred to below shall mean

such agreement as amended, supplemented and modified from time to time to the

extent permitted by the applicable provisions thereof and by this Agreement.

"ACTION" means any legal action, suit or arbitration, or any inquiry,

proceeding or investigation, by or before any Governmental Authority.

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"AFFILIATE" means, with respect to any specified Person at any time,

(a) each Person directly or indirectly controlling, controlled by or under

direct or indirect common control with such specified Person, (b) each Person

who is at such time an officer or director of, or direct or indirect beneficial

holder of at least 10% of any class of the equity interests of, such specified

Person, (c) each Person that is managed by a common group of executive officers

and/or directors as such specified Person, (d) any relative (including by

marriage or adoption) (i) of each officer, director or holder described in

clause (b) and (ii) if such specified Person is an individual, of such specified

Person and (e) each Person of which such specified Person or an Affiliate (as

defined in clauses (a) through (d)) thereof will, directly or indirectly,

beneficially own at least 10% of any class of equity interests at such time.

"AGENT" has the meaning specified in Section 1.1.5. of the Settlement

Agreement.

"AGREEMENT" has the meaning specified in the first paragraph.

"ALLOCATION SCHEDULE(S)" has the meaning specified in Section 3.2.

"ANCILLARY DOCUMENTS" means the Bill of Sale, Deeds, Assignment and

Assumption Agreement, Assignment of Patents, Assignment of Trademarks,

Assignment of Copyrights and Assignment of Domain Names.

"ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and

Assumption Agreement in substantially the form of Exhibit C.

"ASSIGNMENT OF COPYRIGHTS" has the meaning specified in Section

4.4(b).

"ASSIGNMENT OF DOMAIN NAMES" has the meaning specified in Section

4.4(b).

"ASSIGNMENT OF PATENTS" has the meaning specified in Section 4.4(b).

"ASSIGNMENT OF TRADEMARKS" has the meaning specified in Section

4.4(b).

"ASSUMED LIABILITIES" has the meaning specified in Section 2.3.

"AVAILABLE EMPLOYEES" has the meaning specified in Section 8.2(a).

"AVOIDANCE ACTIONS" means any and all claims for relief of Sellers

under Chapter 5 of the Bankruptcy Code.

"AUCTION DATE" has the meaning specified in Section 2.1.

"BANKRUPTCY CODE" means 11 U.S.C. Sections 101 et seq.

"BANKRUPTCY COURT" means the United States Bankruptcy Court for the

Eastern District of Michigan, Southern Division or any other court of competent

jurisdiction agreed to by Buyer and Sellers.

"BANKRUPTCY PROCEEDINGS" means the proceedings in the Bankruptcy Court

involving Sellers.

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"BILL OF SALE" means the Bill of Sale substantially in the from of

Exhibit D.

"BUSINESS" has the meaning specified in the second recital.

"BUYER" has the meaning specified in the first paragraph.

"CLOSING" has the meaning specified in Section 4.1.

"CLOSING DATE" has the meaning specified in Section 4.1.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of

1985.

"CODE" means the Internal Revenue Code of 1986, as amended.

"CONTRACTS" means all contracts, agreements, indentures, notes, bonds,

Leases, leases, subleases, licenses, sublicenses, commitments, indemnities,

assignments, understandings and arrangements, whether written or oral.

"COPYRIGHTS" means all United States and foreign copyright interests

in any original work of authorship, whether registered or unregistered,

including all United States copyright registrations or foreign equivalent, all

applications for registration or foreign equivalent, all moral rights, all

common-law rights, and all rights to register and obtain renewals and extensions

of copyright registrations, together with all other copyright interests accruing

by reason of international copyright convention.

"COURT ORDER" means any judgment, order, award or decree of any

foreign, federal, state, local or other court or tribunal and any award in any

arbitration proceeding.

"CREDIT BID" has the meaning specified in Section 1.1.18. of the

Settlement Agreement.

"DEEDS" means the deeds transferring the Owned Real Property to be

delivered pursuant to Section 4.4(a).

"DELUXE ENTITIES" has the meaning specified in the first paragraph.

"DELUXE PATTERN" has the meaning specified in the first paragraph.

"DISCLOSURE SCHEDULE" means the written information that Sellers have

prepared and delivered to Buyer pursuant to the terms of this Agreement setting

forth information regarding the Business, the Purchased Assets, the Assumed

Liabilities and other matters with respect to Sellers specified therein.

"DOMAIN NAMES" is any alphanumeric designation registered with or

assigned by a domain name registrar, registry or domain name registration

authority as part of an electronic address on the Internet. A Domain Name may or

may not also be a Trademark.

"EGTRRA" means the Economic Growth and Tax Relief Reconciliation Act

of 2001.

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"ELECTRONIC DATA ROOM" means (i) documents posted by Sellers on

www.intralinks.com and (ii) four CD-ROMs provided to Buyer by Sellers labeled as

follows: "Venture Holdings Electronic Data Room North America & Europe

3/9/05-#D1-2B," "Venture Holdings Electronic Data Room Deluxe & Revised Model

3/9/05-#D2-8," "Data Room Documents France" and "Data Room Documents Bohemia".

"ENCUMBRANCE" means any lien (statutory or other), claim, charge,

security interest, mortgage, deed of trust, pledge, hypothecation, assignment,

license, conditional sale or other title retention agreement, preference,

priority or other security agreement or preferential arrangement of any kind or

nature, and any easement, charges, encroachment, covenant, restriction, right of

way, state of fact, defect in title or other encumbrance of any kind.

"ENVIRONMENT" means all air, water vapor, surface water, groundwater,

drinking water supply or land, including land surface or subsurface, and

includes all fish, wildlife, biota and all other natural resources.

"ENVIRONMENTAL LAWS" means all foreign, federal, state or local

environmental, land use, health, chemical use, safety and sanitation laws,

statutes, ordinances, rules, regulations (including with respect to the

Business, specific Environmental Permits and Orders) and codes, as in effect on

the date hereof, relating to the protection of the Environment and/or governing

the discharge of pollutants or the use, storage, treatment, generation,

transportation, processing, handling, production or disposal of Hazardous

Substances, including but not limited to the Resource Conservation and Recovery

Act of 1976 as amended ("RCRA"), the Clean Air Act as amended, the Comprehensive

Environmental Response, Compensation and Liability Act of 1980 as amended

("CERCLA"), the Toxic Substances Control Act, as amended, the Occupational

Safety and Health Act of 1970 and state and foreign statutes similar to or based

upon the foregoing, as the same are in effect on the date hereof.

"ENVIRONMENTAL PERMITS" means all approvals, authorizations, consents,

permits, licenses, registrations and certificates required by any applicable

Environmental Laws relating to: (A) pollution or protection of the Environment

including those relating to a Release of any Hazardous Substances into the

Environment, (B) the use, treatment, storage, disposal, generation, transport or

handling of pollutants, contaminants or chemicals, or industrial, toxic or

Hazardous Substances, or (C) the ownership, use, operation, cleanup or

remediation of leased or owned properties.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"EXCLUDED ACTION" means the Action by certain Sellers against Autoliv

ASP, Inc. for breach of contract, which Action is presently pending in the

United States District Court for the Eastern District of Michigan.

"EXCLUDED ASSETS" has the meaning specified in Section 2.2.

"EXCLUDED LIABILITIES" has the meaning specified in Section 2.4.

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"EXIT CASH REQUIREMENT" has the meaning specified in Section 1.1.34.

of the Settlement Agreement.

"FACILITIES" means any plant, building, facility, structure,

underground storage tank, equipment or unit, or other assets owned, leased or

operated by any of Sellers and used in the conduct of the Business.

"FILING" has the meaning specified in the third recital.

"FINAL ORDER" means, for purposes of the consents required from any

Governmental Authority, an action by any such Governmental Authority that has

not been reversed, stayed, enjoined, set aside, annulled or suspended, or where

the time period for any further action by such Governmental Authority has

expired without further action by such Governmental Authority. Notwithstanding

the foregoing, in the case of any consent required of a Governmental Authority,

such consent by such Governmental Authority shall be deemed a Final Order even

if there is a timely request for stay, appeal, reconsideration, review or

rehearing challenging the action by such Governmental Authority, unless in the

reasonable opinion of Buyer (x) such challenge has a substantial probability of

success on its merits or (y) such challenge, if successful, would reasonably be

expected to have a Material Adverse Effect.

"FINAL SALE ORDER" means a Sale Order that has not been reversed,

stayed, modified or amended, and for which the time to appeal, seek certiorari

or motion for reargument or rehearing has expired, and for which no appeal,

petition for certiorari or motion for reargument or rehearing has been timely

taken.

"FINANCIAL STATEMENTS" has the meaning specified in Section 5.13(a).

"GAAP" means generally accepted accounting principles in the United

States.

"GOVERNMENTAL AUTHORITY" means any foreign, federal, state, local or

other government, governmental, statutory or administrative authority,

regulatory body or commission or any court, tribunal or judicial or arbitral

body.

"GOVERNMENTAL PERMITS" means all franchises, grants, authorizations,

licenses, permits, easements, variances, exceptions, consents, certificates,

approvals, clearances and orders of any Governmental Authority which are

necessary or customary for Sellers to own, lease and operate their properties

and assets or to carry on the Business as it is now being conducted or proposed

to be conducted.

"HAZARDOUS SUBSTANCE" means any substance, whether solid, liquid or

gaseous, that is listed, defined or regulated as a "hazardous substance,"

"hazardous waste," or "solid waste," or is otherwise classified as hazardous or

toxic, in or pursuant to any Environmental Law; or which is or contains

asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam

insulation, explosive or radioactive material, or motor fuel or other petroleum

hydrocarbons; or which causes or poses a threat to cause contamination or a

nuisance or a hazard to the Environment or to the health or safety of persons.

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"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended, and the relevant rules and regulations thereunder.

"INTELLECTUAL PROPERTY" means all intellectual property owned, used or

licensed (as licensor or licensee) by a Seller, or that has been used in the

Business of a Seller, or in any product, service, technology or process

currently or formerly offered by a Seller, or currently under development by a

Seller, including all Software, Copyrights, Patents, Trademarks, Trade Secrets

and Domain Names, all documentation and media constituting, describing or

relating to the above, including memoranda, manuals, technical specifications

and other records wherever created throughout the world, and the right to sue

for and recover damages, profits and any other remedy for past, present, or

future infringement or other violation relating to any of the foregoing.

"INTEREST" means any claim defined in Section 101(5) of the Bankruptcy

Code, as well as any other claim, judgment, demand, confidentiality restriction,

option, right of first refusal, right to any equitable remedy and restrictions

of any kind or nature.

"INVENTIONS" means novel devices, processes, compositions of matter,

methods, techniques, improvements, observations, discoveries, apparatuses,

machines, designs, expressions, theories and ideas, whether or not patentable.

"INVENTORY" has the meaning specified in Section 2.1(c).

"IRS" means the Internal Revenue Service.

"KERP" means the Key Employee Retention Program of certain Sellers in

accordance with the terms set forth on Exhibit I attached hereto, as approved by

the Bankruptcy Court on March 11, 2005.

"KNOW-HOW" means scientific, engineering, mechanical, electrical,

financial, marketing or practical knowledge or experience useful in the

operation of the Business.

"KNOWLEDGE" means, with respect to Sellers, as to a particular matter,

the actual knowledge after reasonable investigation of the Persons set forth on

Schedule 1.1(a).

"LEASED REAL PROPERTY" has the meaning specified in Section 5.4(b).

"LEASES" has the meaning specified in Section 5.4(b).

"LIABILITY" means any debt, liability or obligation (whether direct or

indirect, known or unknown, absolute or contingent, accrued or unaccrued,

liquidated or unliquidated, or due or to become due), and including all costs

and expenses relating thereto.

"LICENSE" has the meaning specified in Section 5.8(b).

"LOAN AGREEMENTS" means the lending agreements set forth in Exhibit J.

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"MATERIAL ADVERSE EFFECT" means any fact, condition, change or event

that would, individually or in the aggregate, materially and adversely affect

the Purchased Assets or the Business (excluding the Excluded Assets and the

Excluded Liabilities), taken as a whole, except to the extent that any such

fact, condition, change or event results from or arises out of (i) the Filings,

(ii) the announcement of this Agreement or the consummation of the transactions

contemplated hereby, or (iii) changes in general economic conditions or changes

affecting the industry in which the Business operates generally.

"NON-TRANSFERRED SUBSIDIARY" has the meaning specified in Section

2.2(f).

"ORDER" means any order, injunction, judgment, decree, ruling, writ,

assessment or arbitration award of a Governmental Authority.

"OWNED REAL PROPERTY" has the meaning specified in Section 5.4(a).

"PATENTS" means United States and foreign patents (including

certificates of invention and other patent equivalents), patent applications,

provisional applications and patents issuing therefrom, as well as any

continuations, continuations-in-part, divisions, extensions, reexaminations,

reissues, renewals, patent disclosures, Inventions (whether or not patentable or

reduced to practice) or improvements thereto.

"PERMITTED ENCUMBRANCES" means (a) liens for Taxes and other

governmental charges and assessments arising in the ordinary course of the

Business that are not yet due and payable or that are being contested in good

faith and are fully reserved against on the Reference Date Balance Sheet, (b)

liens of landlords and liens of carriers, warehousemen, mechanics, molders,

fabricators and tool or die makers, personal property lessors and materialmen

and other like liens arising in the ordinary course of the Business for sums not

yet due and payable or that are being contested in good faith and are fully

reserved against on the Reference Date Balance Sheet, and (c) other non-monetary

restrictions, covenants, easements, rights of way or imperfections on real

property that do not prohibit, and are not violated by, the consummation of the

transactions contemplated by this Agreement, and that do not materially detract

from the value or the use of such real property for its current use and do not,

and are not reasonably likely to, have a Material Adverse Effect.

"PERSON" means any individual, corporation, partnership, joint

venture, limited liability company, association, joint-stock company, trust,

unincorporated organization or Governmental Authority.

"PURCHASE PRICE" has the meaning specified in Section 3.1.

"PURCHASED ASSETS" has the meaning specified in Section 2.1.

"REFERENCE DATE" means February 28, 2005.

"REFERENCE DATE BALANCE SHEET" means the unaudited pro forma balance

sheet of the Business as of the Reference Date which has been delivered to

Buyer.

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"RELEASE" means any past or present spilling, leaking, pumping,

pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping

or disposing of a Hazardous Substance into the Environment (including the

abandonment or discharging of barrels, containers and other closed receptacles

containing any Hazardous Substance).

"REPRESENTATIVES" means with respect to any Person, its officers,

employees, counsel, accountants, financial advisors, consultants and other

representatives.

"REQUIRED CONSENTS" means, collectively, (a) the filings by Sellers

and Buyer required by the HSR Act and the expiration or earlier termination of

all waiting periods under the HSR Act, and (b) consents required under foreign

anti-trust or competition laws.

"REQUIREMENTS OF LAW" means any foreign, federal, state and local

laws, statutes, regulations, rules, codes, ordinances or requirements enacted,

adopted, issued or promulgated by any Governmental Authority (including those

pertaining to electrical, building, zoning, subdivision, land use, environmental

and occupational safety and health requirements, employees and employee

benefits, patient confidentiality, the health care industry and third-party

reimbursement) or common law.

"SALE HEARING" means the hearing in the Bankruptcy Court to consider

approval of the transactions contemplated under this Agreement and all Ancillary

Documents.

"SALE ORDER" means an order of the Bankruptcy Court, substantially in

the form of Exhibit K, approving this Agreement and the Ancillary Documents, and

authorizing, pursuant to all applicable sections of the Bankruptcy Code, all of

the transactions and agreements contemplated hereby and thereby, which order

shall not have been stayed, vacated or otherwise rendered ineffective.

"SALE PROCEDURES ORDER" means the February 1, 2005 order of the

Bankruptcy Court approving an auction and bidding procedures for the sale of

substantially all of the Sellers' assets.

"SELLER AGREEMENTS" has the meaning specified in Section 2.1(e).

"SELLERS" has the meaning specified in the first paragraph.

"SELLER GROUP MEMBER" means Sellers and their Affiliates and their

respective successors and assigns.

"SENIOR LENDERS" has the meaning specified in the Settlement

Agreement.

"SETTLEMENT AGREEMENT" means that certain Global Settlement Agreement

dated as of March 31, 2005, by and among JPMorgan Chase Bank, N.A., as

administrative agent, the Official Committee of Unsecured Creditors, certain of

the Venture Entities and the Deluxe Entities.

"SOFTWARE" means computer software programs and software systems,

including all databases, compilations, tool sets, compilers, higher level or

"proprietary" languages, related

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documentation, technical manuals and materials, whether in source code, object

code or human readable form, and any licenses or rights with respect to the

foregoing.

"SUBSIDIARY" means any entity in which a Seller or a Transferred

Subsidiary has an equity interest, directly or indirectly.

"SUPPLIER DEPOSITS" means all deposits and pre-payments made by any

Seller to suppliers as advance payments with respect to materials, services,

goods or supplies to be received.

"TAX" means (i) any federal, state, local or foreign net income,

alternative or add-on minimum, ad valorem, value-added, gross income, gross

receipts, windfall profits, severance, production, environmental (including

taxes under Section 59A of the Code), property, sales, use, transfer, stamp,

gains, license, excise, employment, payroll, withholding or minimum tax, or any

other tax, custom, duty, governmental fee or other like assessment or charge of

any kind whatsoever, together with any interest or any penalty, addition to tax

or additional amount imposed by any Governmental Authority; and (ii) any

liability of Sellers for the payment of amounts of a type described in clause

(i) as a result of being a member of an affiliated, consolidated, combined or

unitary group, or as a result of any obligation of Sellers under any Tax sharing

arrangement or Tax indemnity agreement.

"TAX RETURN" means any return, report or similar statement required to

be filed with respect to any Taxes (including any attached schedules), including

any information return, claim for refund, amended return or declaration of

estimated Tax.

"TERMINATION DATE" has the meaning specified in Section 10.1.

"THIRD PARTY CONSENTS" means the consents, approvals and waivers set

forth on Schedule 1.1(b).

"TRADE PAYABLES" means accounts payable to trade creditors (other than

employees of Sellers) for goods and services furnished to the Business.

"TRADEMARKS" means United States, state and foreign trademarks,

service marks, logos, slogans, trade dress and trade names (including all

assumed or fictitious names under which the Business has been conducted), and

any other indicia of source or sponsorship of goods and services, designs and

logotypes related to the above, in any and all forms, whether registered or

unregistered, and registrations and pending applications to register the

foregoing (including intent to use applications), and all goodwill related to

the foregoing.

"TRADE SECRETS" means confidential ideas, trade secrets, Know-How,

concepts, methods, processes, formulae, algorithms, reports, data, customer

lists, mailing lists, business plans, market surveys, market research studies,

information contained on drawings and other documents, information relating to

research, development or testing, or other proprietary and confidential

information.

"TRANSFER TAXES" has the meaning specified in Section 8.1(b).

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"TRANSFERRED EMPLOYEES" has the meaning specified in Section 8.2(a).

"TRANSFERRED SUBSIDIARY" has the meaning specified in Section 2.1(n).

"TREASURY REGULATIONS" means the regulations promulgated by the U.S.

Treasury Department pursuant to the Code.

"VENTURE BUSINESS" has the meaning specified in the first recital.

"VENTURE ENTITIES" has the meaning specified in the first paragraph.

"VENTURE HOLDINGS" has the meaning specified in the first paragraph.

"WARN ACT" means the Worker Adjustment and Retraining Notification

Act.

"WINGET ACTIONS" means Actions against the Winget Defendants.

"WINGET DEFENDANTS" has the meaning specified in the Settlement

Agreement.

ARTICLE II

PURCHASE AND SALE

2.1 PURCHASED ASSETS. Upon the terms and subject to the conditions of this

Agreement, on the Closing Date, Sellers shall sell, transfer, assign, convey and

deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to

Buyer, and Buyer shall purchase, free and clear of all Encumbrances and

Interests (except for Permitted Encumbrances and Assumed Liabilities), all

right, title and interest of Sellers in, to or under the properties and assets

of Sellers of every kind and description, wherever located, real, personal or

mixed, tangible or intangible, owned, licensed, used or held for use in or

relating to the Business as the same shall exist on the date hereof or be

acquired after the date hereof in the ordinary course of the Business, except as

subsequently disposed of in accordance with the provisions of this Agreement

(herein collectively called the "Purchased Assets"), including all right, title

and interest of each Seller in, to or under:

(a) all notes and accounts receivable generated by the Business, except

those listed or described in Schedule 2.2(g);

(b) all of the assets reflected on the Reference Date Balance Sheet or in

the notes thereto, except those assets disposed of or converted into cash after

the Reference Date in the ordinary course of the Business consistent with past

practice and not in violation of any provisions of this Agreement;

(c) all raw materials, supplies, work-in-process, finished goods, packaging

materials, samples and other materials included in the inventory of the Business

(the "Inventory");

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(d) all machinery, equipment, appliances, vehicles, tools, spare parts,

accessories, furniture and other personal property used in the Business;

(e) all Contracts listed or described in Schedule 2.1(e), other than those

excluded pursuant to the next to last paragraph of this Section 2.1, as the same

may be supplemented pursuant to Section 2.5 (the "Seller Agreements");

(f) the Owned Real Property, except for the Owned Real Property listed on

Schedule 2.2(d), and all Leases of Leased Real Property;

(g) all Governmental Permits;

(h) all Intellectual Property owned, licensed or used by the Sellers, or

otherwise used, or held for use, in or relating to the Business (including all

goodwill associated therewith);

(i) all products and Intellectual Property in or related thereto in

development by the Sellers for use in or relating to or otherwise in development

for the Business;

(j) all computer software programs and software systems owned, licensed or

used by the Sellers, or otherwise used, or held for use, in or relating to the

Business, including all websites, databases, compilations, tool sets, compilers,

higher level or "proprietary" languages, related documentation, technical

manuals and materials, whether in source code, object code or human readable

form, and any licenses or right relating to the foregoing;

(k) all books, records, files, invoices, Inventory records, product

specifications, advertising materials, customer lists, cost and pricing

information, supplier lists, business plans, catalogs, customer literature,

quality control records and manuals, research and development files, records and

laboratory books and credit records of customers (including all data and other

information stored on discs, tapes or other media) to the extent used in or to

the extent relating to the assets, properties, including the Intellectual

Property, business or operations of the Business;

(l) all telephone, telex and telephone facsimile numbers and other

directory listings used in connection with the Business;

(m) all refundable security deposits, and all benefits and rights arising

from prepaid expenses and prepaid rent for or relating to the Purchased Assets;

(n) the capital stock of the foreign Subsidiaries of Sellers listed in

Schedule 2.1(n) (each a "Transferred Subsidiary");

(o) all Supplier Deposits;

(p) subject in all respects to the terms of the Sale Procedures Order (to

the extent, if any, as modified by the Settlement Agreement), and except for the

rights, claims and Actions listed or described in Schedule 2.2(i), the Avoidance

Actions, the Winget Actions and the Excluded Action, all of Sellers' and its

Affiliates' rights, claims and Actions against third

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parties relating to the Business or the Purchased Assets arising out of

transactions, events or a state of facts occurring or existing prior to the

Closing Date; and

(q) all goodwill related to any of the foregoing.

At any time at least five days prior to the Closing Date, Buyer, in

its discretion by written notice to Sellers, may exclude from being assigned

pursuant hereto any Contracts, other than Contracts described in Section 8.2,

and such Contracts shall not constitute Seller Agreements, and Buyer shall not

acquire any rights or assume any Liabilities with respect thereto. Upon Buyer's

reasonable request, and, as applicable, in accordance with the Sale Order,

Sellers shall provide additional detailed information as to the Liabilities

under the Contracts sufficient for Buyer to make an informed assessment whether

to accept an assignment and assumption of such Contracts hereunder.

At any time prior to three business days prior to the date of the

auction provided for in the Sale Procedures Order (the "Auction Date"), Buyer

may, in its discretion by written notice to Sellers, designate any of the

Purchased Assets as additional Excluded Assets, which notice shall set forth in

reasonable detail the Purchased Assets so designated. Buyer acknowledges and

agrees that there shall be no reduction in the Purchase Price if it elects to

designate any Purchased Assets as Excluded Assets. Notwithstanding any other

provision hereof, the Liabilities of Sellers under or related to any Purchased

Asset excluded under this paragraph will constitute Excluded Liabilities.

2.2 EXCLUDED ASSETS. Notwithstanding the provisions of Section 2.1, the

Purchased Assets shall not include the following (herein referred to as the

"Excluded Assets"):

(a) all minute books and capital stock transfer books and the corporate

seal, if any, of Sellers;

(b) all refunds of any Tax for which any Seller is liable pursuant to

Section 8.1;

(c) any Contracts not listed or described in Schedule 2.1(e), as the same

may be supplemented pursuant to Section 2.5;

(d) the assets listed in Schedule 2.2(d);

(e) The following shall be Excluded Assets: all Avoidance Actions, the

Winget Actions, the Excluded Action and each Seller's rights, claims and Actions

against third parties relating to the Business or the Purchased Assets which (1)

might arise in connection with the discharge by Sellers of the Excluded

Liabilities or (2) are pending Actions as of the Closing Date; provided,

however, that subject to the limitation, if any, expressly set forth in the

Settlement Agreement, this clause (2) shall not include the Actions for

infringement of Intellectual Property rights against Autoliv ASP, Inc. and

Delphi Corporation pending in the United States District Court for the Eastern

District of Michigan;

(f) the capital stock, membership interests or other equity interests of

any domestic Subsidiaries (each a "Non-Transferred Subsidiary") of any Seller;

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(g) all intercompany receivables of Sellers and all other accounts

receivable of Sellers described in Schedule 2.2(g), other than receivables owed

by a Transferred Subsidiary to a Seller;

(h) all cash and cash equivalents of Sellers, except for any Supplier

Deposit; and

(i) each Seller's rights, claims and Actions against any other Seller or

any Affiliate of any other Seller listed or described in Schedule 2.2(i).

2.3 ASSUMED LIABILITIES. Upon the terms and subject to the conditions of

this Agreement, on the Closing Date, Buyer shall execute and deliver to Sellers

the Assignment and Assumption Agreement pursuant to which Buyer shall assume and

agree to discharge, when due (in accordance with their respective terms and

subject to the respective conditions thereof), the following Liabilities

(without duplication) existing as of immediately prior to the Closing

(collectively the "Assumed Liabilities") and no others:

(a) all obligations and liabilities of any Seller under the Seller

Agreements that arise on or after the Closing Date or arise prior to the Closing

Date to the extent requiring performance after the Closing Date, but excluding

any such obligations or liabilities arising because of any breach or

nonperformance of such Seller Agreements prior to Closing;

(b) all liabilities for which Buyer is liable pursuant to Section 8.2;

(c) all liabilities in respect of Taxes for which Buyer is liable pursuant

to Section 8.1;

(d) all post-petition Trade Payables of the Sellers not to exceed $23

million;

(e) all liabilities that arise after the Closing Date from or are related

to Buyer's conduct of the Business, use of the Purchased Assets, sale of any

products manufactured and/or sold by Buyer and/or delivery of services by Buyer;

(f) all obligations of the Purchaser as defined in the KERP; and

(g) all general unsecured claims listed on Schedule 2.3(g) against and

administrative expenses of the Deluxe Entities from the Bankruptcy Proceedings

to the extent allowed (except claims or causes of action that have been or could

be brought by or on behalf of the estates of the Venture Entities or their

Affiliates), subject to all defenses to any such challenges, including the

Buyer's right to contest the Venture Entities' or their Affiliates' standing to

assert any such challenges.

2.4 EXCLUDED LIABILITIES. Buyer shall not assume and shall not be obligated

to assume or be obliged to pay, perform or otherwise discharge any Liability of

any Seller, and Sellers shall be solely and exclusively liable with respect to

all Liabilities of Sellers, other than the Assumed Liabilities (collectively the

"Excluded Liabilities").

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2.5 ASSIGNMENTS; CURE AMOUNTS. Sellers shall transfer and assign all Seller

Agreements to Buyer, and Buyer shall assume all Seller Agreements from the

Sellers, as of the Closing Date pursuant to Section 365 of the Bankruptcy Code

and the Final Sale Order. In connection with such assignment and assumption,

Sellers shall provide for cure of all non-monetary defaults and Buyer shall cure

any monetary defaults arising under such Seller Agreements to the extent

required by Section 365(b) of the Bankruptcy Code. Within ninety days after the

Closing Date, Buyer may, in its discretion by giving written notice to Sellers,

assume any Contract identified in such notice, and Sellers shall transfer and

assign such Contract to Buyer, and Buyer shall assume such Contracts so

identified and shall cure any monetary defaults arising under such Contracts to

the extent required by Section 365(b) of the Bankruptcy Code. The cure amount

under any Seller Agreement shall be an amount determined by Buyer based upon the

books and records of Sellers; provided, however, if any non-debtor party to such

Seller Agreement disputes such amount, the cure amount for such Seller Agreement

shall be the amount determined by the Bankruptcy Court.

In the case of licenses, certificates, approvals, authorizations,

Contracts and other commitments included in the Purchased Assets (a) that cannot

be transferred or assigned effectively without the consent of third parties,

which consent has not been obtained prior to the Closing (after giving effect to

the Sale Order and the Bankruptcy Code), Sellers shall, subject to any approval

of the Bankruptcy Court that may be required, reasonably cooperate with Buyer,

at the cost and expense of Sellers, in endeavoring to obtain such consent, and

if any such consent is not obtained, Sellers shall, subject to any approval of

the Bankruptcy Court that may be required, reasonably cooperate with Buyer, in

all reasonable respects and at Sellers' cost and expense, to provide to Buyer

the benefits thereof in some other manner, or (b) that are otherwise not

transferable or assignable (after giving effect to the Final Sale Order and the

Bankruptcy Code), Sellers shall, subject to any approval of the Bankruptcy Court

that may be required, reasonably cooperate with Buyer, at the cost and expense

of Sellers, to provide to Buyer the benefits thereof in some other manner

(including the exercise of the rights of Sellers thereunder), provided that

Sellers shall not be required to expend unreasonable amounts pursuant to clauses

(a) or (b) of this paragraph.

ARTICLE III

PURCHASE PRICE

3.1 PURCHASE PRICE. The purchase price (the "Purchase Price") for the

purchase, sale, assignment and conveyance of Sellers' right, title and interest

in, to and under the Purchased Assets shall be:

(a) cash in the amount of the Exit Cash Requirement; plus

(b) cash in the amount necessary to pay the 506(c) Advance (as defined in

the Settlement Agreement), plus

(c) a Credit Bid, of $500,000 of the Prepetition Obligations (as defined in

the Settlement Agreement), plus

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(d) the amount of cash necessary to provide to any Senior Lenders who have

not contributed their Prepetition Obligations a percentage cash recovery equal

to (x) the aggregate Prepetition Obligations of the Senior Lenders who have

contributed their Prepetition Obligations that are included in the Credit Bid,

divided by (y) the aggregate Prepetition Obligations of the Senior Lenders who

have contributed their Prepetition Obligations, which cash shall be paid on

behalf of Sellers directly to the Agent pursuant to the Sale Order for the

benefit of the Senior Lenders, as their interests may appear, plus

(e) the Assumed Liabilities, including cash, if any, required to be paid at

the Closing (i) pursuant to the KERP, and (ii) for pre-petition trade payables

of the Deluxe Entities as set forth in Schedule 2.3(g), plus

(f) cure costs pursuant to Section 2.5.

3.2 ALLOCATION OF PURCHASE PRICE. Within one hundred eighty days after the

Closing, Buyer shall deliver to Sellers for Sellers' review and approval

allocation schedule(s) (the "Allocation Schedule(s)") allocating the Purchase

Price and the Assumed Liabilities that are liabilities for federal income Tax

purposes on a dollar basis among the Purchased Assets. The Allocation

Schedule(s) shall be reasonable and shall be prepared in accordance with Section

1060 of the Code and the regulations thereunder. Sellers agree that, following

their approval of the Allocation Schedule(s), such approval not to be

unreasonably withheld, Sellers shall sign the Allocation Schedule(s) and return

an executed copy thereof to Buyer within ten days after receiving the Allocation

Schedule(s) from Buyer. Buyer, on the one hand, and Sellers, on the other hand,

each agrees to file IRS Form 8594, and all Tax Returns, in accordance with the

Allocation Schedule(s). Buyer, on the one hand, and Sellers, on the other hand,

each agrees to provide the other promptly with any other information required to

complete Form 8594.

ARTICLE IV

CLOSING

4.1 CLOSING DATE. Upon the terms and subject to the satisfaction of the

conditions contained in Article IX, the closing of the sale of the Purchased

Assets and the assumption of the Assumed Liabilities contemplated hereby (the

"Closing") shall take place at a mutually agreed upon location at 10:00 A.M.

(local time) no later than the fifth Business Day following the date on which

the conditions set forth in Article IX have been satisfied (other than the

conditions with respect to actions the respective parties hereto will take at

the Closing itself) or, to the extent permitted, waived in writing, or at such

other place or time as Buyer and Sellers may mutually agree. The date and time

at which the Closing actually occurs is hereinafter referred to as the "Closing

Date."

4.2 PAYMENT ON THE CLOSING DATE. Subject to fulfillment or waiver (if

permissible) of the conditions set forth in Article IX, at Closing Buyer shall

pay Sellers an amount in cash equal to the cash portion of the Purchase Price

provided for in Sections 3.1(a) and (c) by wire transfer of immediately

available funds to the account in the United States specified by Sellers in

writing to Buyer at least three business days prior to the Closing.

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4.3 BUYER'S ADDITIONAL DELIVERIES. At or prior to the Closing, Buyer shall

deliver to Sellers all the following:

(a) copies of Buyer's Certificate of Formation, certified as of a recent

date by the Secretary of State of the State of Delaware;

(b) certificate of good standing of Buyer issued as of a recent date by the

Secretary of State of the State of Delaware;

(c) certificate of an authorized officer of Buyer, dated the Closing Date,

in form and substance reasonably satisfactory to Sellers, as to (i) no

amendments to the Certificate of Formation of Buyer since the date of the

certified Certificate of Formation delivered pursuant to Section 4.3(a); (ii)

the resolutions of the Board of Managers of Buyer authorizing the execution and

performance of this Agreement and the Ancillary Documents to which Buyer is a

party and the transactions contemplated hereby and thereby; and (iii) incumbency

and signatures of the officers of Buyer executing this Agreement and such

Ancillary Documents;

(d) the Assignment and Assumption Agreement duly executed by Buyer; and

(e) such other assignments and other good and sufficient instruments of

assumption and transfer, in form reasonably satisfactory to Sellers, as Sellers

may reasonably request to transfer and assign the Assumed Liabilities to Buyer.

4.4 SELLERS' DELIVERIES. At or prior to the Closing, Sellers shall deliver

to Buyer all the following:

(a) the Bill of Sale, Deeds and Assignment and Assumption Agreement duly

executed by Sellers;

(b) instruments of assignment of the Patents (the "Assignment of Patents"),

Trademarks (the "Assignment of Trademarks"), Copyrights (the "Assignment of

Copyrights") and Domain Names (the "Assignment of Domain Names") that are

included in the Purchased Assets, if any, duly executed by Sellers, in form for

recordation with the appropriate Governmental Authorities, substantially in the

form of Exhibits E, F, G, and H, respectively, and any other assignments or

instruments with respect to any Intellectual Property included in the Purchased

Assets for which an assignment or instrument is required to assign, transfer,

convey and deliver such assets to Buyer;

(c) certified copy of the Sale Order;

(d) certificates or other instruments representing all of the shares or

other equity interests of the Transferred Subsidiaries accompanied by stock

powers duly executed in blank and otherwise in form reasonably satisfactory to

Buyer for transfer of the Transferred Subsidiaries;

(e) certificates executed by each Seller, in the form prescribed under

Treasury Regulation Section 1.1445-2(b), that such Seller is not a foreign

person within the meaning of Section 1445(f)(3) of the Code; and

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(f) such other bills of sale, deeds, endorsements, assignments and other

good and sufficient instruments of conveyance and transfer, in form reasonably

satisfactory to Buyer, as are necessary or otherwise customary to vest in Buyer

all the right, title and interest of Sellers in, to or under any or all the

Purchased Assets and other transfer tax forms, affidavits and certificates

customarily delivered in connection therewith.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLERS

As used in this Article V, references to Transferred Subsidiary

include any Subsidiary of a Transferred Subsidiary. As an inducement to Buyer to

enter into this Agreement and to consummate the transactions contemplated

hereby, each Seller jointly and severally represents and warrants to Buyer and

agrees as follows:

5.1 ORGANIZATION OF SELLERS. Each Seller is a corporation or a limited

liability company duly organized, validly existing and in good standing under

the laws of the State of Michigan. Each Seller is duly qualified to transact

business as a foreign corporation or limited liability company and is in good

standing in each of the jurisdictions in which the ownership or leasing of its

properties or the conduct of its businesses requires such qualification, except

where failure to so qualify or be in good standing would not reasonably be

expected to have a Material Adverse Effect. Each Seller has full corporate or

limited liability company power (as the case may be) and authority to own or

lease and to operate and use the Purchased Assets and to carry on the Business

as now conducted. Each Transferred Subsidiary is duly organized and validly

existing under the laws of its jurisdiction of incorporation or formation. Each

Transferred Subsidiary has full power and authority to own its properties and

assets and to carry on the Business as now conducted.

5.2 SUBSIDIARIES AND INVESTMENTS. Except as set forth in Schedule 5.2,

Sellers do not, directly or indirectly, own, of record or beneficially, any

outstanding voting securities, membership interests or other equity interests in

any Person. All outstanding voting securities, membership interests or other

equity interests of each Transferred Subsidiary are 100% owned by Sellers and

after Closing, Buyer shall own, free and clear of all Encumbrances and

Interests, all outstanding voting securities and other equity interests of each

Transferred Subsidiary.

5.3 AUTHORITY OF SELLERS. (a) Each Seller has full power and authority to

execute, deliver and, subject to the entry of the Sale Order, perform this

Agreement and each of the Ancillary Documents to which each Seller is a party.

The execution, delivery and performance of this Agreement and such Ancillary

Documents by each Seller have been duly authorized and approved by each Seller's

board of directors (or similar governing body), is in accordance with the

Bankruptcy Code and, subject to the entry of the Final Sale Order, does not

require any authorization or consent of any Seller's shareholders or members

that has not been obtained. This Agreement has been duly authorized, executed

and delivered by Sellers and, subject to the entry of the Final Sale Order, is

the legal, valid and binding obligation of Sellers enforceable in accordance

with its terms, and each of the Ancillary Documents to which each Seller is a

party has been duly authorized by Sellers and upon execution and delivery by

Sellers and subject to the

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entry of the Final Sale Order, will be a legal, valid and binding obligation of

Sellers enforceable in accordance with its terms.

(b) Subject to receipt of the Required Consents and the Third Party

Consents, neither the execution and delivery of this Agreement or any of the

Ancillary Documents or the consummation of any of the transactions contemplated

hereby or thereby nor compliance with or fulfillment of the terms, conditions

and provisions hereof or thereof will conflict with, result in a breach of the

terms, conditions or provisions of, or constitute a default or an event of

default, or permit the acceleration of any liability or obligation, under (1)

any charter (or similar governing instrument) or Bylaws (or similar governing

document) of any Seller or any Transferred Subsidiary, (2) any Governmental

Permits, (3) any Court Order to which any Seller or any Transferred Subsidiary

is a party or any of the Purchased Assets is subject or by which any Seller or

any Transferred Subsidiary is bound, (4) any Requirements of Law affecting

Sellers or any Transferred Subsidiary or the Purchased Assets, or (5) any Seller

Agreement listed or described on Schedule 2.1(e) on the date hereof.

5.4 REAL PROPERTY. (a) Schedule 5.4(a) lists, as of the date of this

Agreement, all real property which is owned by any Seller and used in connection

with the Business (collectively, the "Owned Real Property").

(i) Sellers have received all Governmental Permits which are necessary

or appropriate in connection with Sellers' occupancy, ownership or leasing

of the Owned Real Property and the present use of the Owned Real Property

that constitutes a Purchased Asset does not violate the Governmental

Permits applicable thereto, except where the failure to receive, or

violation of, a Governmental Permit would not reasonably be expected to

have a Material Adverse Effect.

(ii) No Seller has received written notice or otherwise has knowledge

of any pend