ASSET PURCHASE AGREEMENT

Exhibit 10.3

EXECUTION COPY

ASSET PURCHASE AGREEMENT

June 4, 2008

by and among

NEA WIND ACQUISITION CORP.,

NEA MANAGEMENT COMPANY, LLC,

DISTRIBUTED ENERGY SYSTEMS CORP.

and

NORTHERN POWER SYSTEMS, INC.

CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement ) is entered into as of June 4, 2008.

BY AND AMONG:

Purchaser and Sellers are sometimes referred to herein individually as a party or collectively as the parties .

WHEREAS:

NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND USAGE OF CERTAIN TERMS

1.01 Definitions . For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.01 :

Accounts Receivable means (a) all trade accounts receivable and other rights to payment from customers of the Company and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of products sold or services rendered to customers of the Company, and (b) all other accounts or notes receivable of the Company and the full benefit of all security for such accounts or notes, and (c) any claim, remedy or other right related to any of the foregoing.

Affiliate means with respect to any Person, any Person that directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person.

Agreement has the meaning set forth in the preamble.

Ancillary Agreements means either of or both the “Sellers Ancillary Agreements” and the “Purchaser Ancillary Agreements” as the context requires.

Assumed Contracts has the meaning set forth in Section 2.01(e) hereof.

Assumed Cure Amounts means the cure amounts payable with respect to the Assumed Contracts, such amounts not to exceed, in the aggregate, an amount to be mutually agreed by the parties hereto.

Assumed Liabilities has the meaning set forth in Section 2.04(a) hereof.

Assumed Real Property has the meaning set forth in Section 2.01(a) hereof.

Bankruptcy Code means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended, or any successor thereto, and any rules and regulations promulgated thereunder.

Bankruptcy Court has the meaning set forth in the recitals.

Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as amended, or any successor rules.

Bid Deadline means the date established in the Buyer Protection and Bidding Procedures Order as the deadline for submissions of Qualified Bids.

Breach means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event that with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

Break-Up Fee has the meaning set forth in Section 8.05 hereof.

Business means the business conducted by the Company on the date hereof.

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Business Day means any day other than (i) Saturday or Sunday or (ii) any other day on which banks in New York, New York are permitted or required to be closed.

Cash Consideration has the meaning set forth in Section 2.03(a) hereof.

Casualty has the meaning set forth in Section 5.11 hereof.

Chapter 11 Cases means the voluntary cases that will be commenced by Sellers on the Petition Date under chapter 11 of the Bankruptcy Code.

Closing has the meaning set forth in Section 2.06 hereof.

Closing Date has the meaning set forth in Section 2.06 hereof.

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

Company has the meaning set forth in the preamble.

Company Contract means any Contract: (a) to which the Company is a party; or (b) by which the Company or any of its assets or properties is bound or subject to any obligation.

Company Financial Statements has the meaning set forth in Section 3.05(a) hereof.

Company IP Rights has the meaning set forth in Section 3.11(b) hereof.

Company Patents has the meaning set forth in Section 3.11(b) hereof.

Company’s Knowledge means the actual knowledge after due inquiry of the executive officers of the Company and Jonathan Lynch.

Competing Business has the meaning set forth in Section 7.01(a) hereof.

Competing Proposal means a competitive bid or proposal from a third party: (a) to purchase all or substantially all of the Company’s assets, whether in a separate transaction or series of transactions or as part of a plan of reorganization of DESC or the Company, or (b) for any merger, consolidation, liquidation, dissolution or similar transaction involving DESC or the Company.

Contract means, with respect to any Person, any written agreement, contract, subcontract, lease, license, sublicense, understanding, arrangement, instrument, note, guaranty, indemnity, representation, warranty, deed, assignment, power of attorney, purchase order, work order, commitment, covenant, obligation, promise or undertaking of any nature to which such Person is a party or by which its properties or assets may be bound.

Control (including with correlative meaning, Controlled by and under common Control with) shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

Customers has the meaning set forth in Section 3.13(b) hereof.

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Deposit has the meaning set forth in Section 2.03(b) hereof.

DESC has the meaning set forth in the preamble.

DESC Contract means any Contract to which DESC is a party that is related to, or used in the operation of, the Business.

Disclosure Schedules means the Disclosure Schedules to this Agreement provided by the Company to Purchaser.

Disclosure Schedules Delivery Date has the meaning set forth in Section 10.10 hereof.

Effective Time means 11:59 p.m. on the Closing Date.

Employee Plans means (a) all “employee benefit plans” (as defined in Section 3(3) of ERISA); (b) all employment, consulting, non-competition, employee non-solicitation, employee loan or other compensation agreements, and all collective bargaining agreements, and (c) all bonus or other incentive compensation, equity or equity-based compensation, stock purchase, deferred compensation, change in control, severance, leave of absence, vacation, salary continuation, medical, life insurance or other death benefit, educational assistance, training, service award, section 125 cafeteria, dependant care, pension, welfare benefit or other material employee or fringe benefit plans, policies, agreements or arrangements, in each case as to which the Company or any ERISA Affiliate has any obligation or liability, contingent or otherwise, thereunder for current or former employees, directors or individual consultants of the Company.

Encumbrance means any charge, claim (as defined in section 101(5)(A) and (B) of the Bankruptcy Code), debt, Liability, community property interest, condition, equitable interest, lien, option, pledge, charge, defect, adverse claim, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income, or exercise of any other attribute of ownership of any kind whatsoever, whether or not any of the foregoing is liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured.

Environmental Claim means any investigation, claim, litigation, action, suit, proceeding, order, judgment, written notice or written demand arising under or relating to Environmental Law, including any such matter relating to (a) any actual, alleged or suspected failure to comply with any Environmental Law or to possess or comply with any Environmental Permit, (b) any actual, alleged or suspected presence, Release or threatened Release of or exposure to any Hazardous Substance at any location, including any requirement or obligation to investigate, clean up or remediate any property or condition, (c) any actual or alleged contractual or other obligations arising under or relating to Environmental Laws, or (d) any personal injury, property damage or diminution in value, natural resources damage or other investigation, claim, litigation, action, suit, proceeding, order, judgment, written notice or written demand and any fines or penalties relating to any of the foregoing.

Environmental Law means any Legal Requirement, directive, rule, order, administrative ruling, decree, decision, judgment, interpretive guidance or requirement of any Governmental Authority (including any state, local, foreign or international counterparts or equivalents and any

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transfer of ownership notification or approval statutes) relating to: (i) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (ii) the generation, handling, use, storage, treatment, transport, disposal, Release or threatened Release of any Hazardous Substance or (iii) noise, odor, vibration or wetlands protection.

Environmental Permit means any Governmental Authorization issued pursuant to any Environmental Law.

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

ERISA Affiliate means any entity that is a member of: (a) a “controlled group of corporations”, as defined in Section 414(b) of the Code; (b) a group of entities under “common control”, as defined in Section 414(c) of the Code; or (c) an “affiliated service group”, as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Sellers.

Escrow Agent has the meaning set forth in Section 2.03(b) hereof.

Escrow Agreement means the escrow agreement, dated as of the date hereof, by and among Purchaser, the Company and the Escrow Agent, attached hereto as Exhibit B .

Exchange Act means the Securities Exchange Act of 1934, as amended.

Excluded Assets has the meaning set forth in Section 2.02 hereof.

Executory Contract Assumption and Assignment Order means an Order of the Bankruptcy Court, which may be the Sale Order and must be in form and substance reasonably acceptable to Purchaser, that: (a) approves the provisions of Section 8.03(a) ; (b) authorizes and directs Sellers, pursuant to Section 365 of the Bankruptcy Code, to assume and to assign to Purchaser the Assumed Contracts and to make all pre-petition and post-petition payments related thereto that are not Assumed Liabilities; (c) determines that Purchaser has provided adequate assurance of future performance relative to the Assumed Contracts; and (d) conclusively establishes the amounts necessary to cure all defaults under the Assumed Contracts.

Filing Date has the meaning set forth in Section 10.07 hereof.

Final Order shall mean an order or judgment, the operation or effect of which is not stayed, and as to which order or judgment (or any revision, modification or amendment thereof), the time to appeal or seek review or rehearing has expired, and as to which no appeal or petition for review or motion for reargument has been taken or been made and is pending for argument.

Financial Statements has the meaning set forth in Section 3.05(a) hereof.

GAAP means U.S. generally accepted accounting principles, applied on a consistent basis from period to period.

Governmental Authority means any: (a) nation, state, commonwealth, province, territory, county, municipality or district; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

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Governmental Authorization means any approval, consent, ratification, waiver, license, permit or authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

Hazardous Substance means: (a) any material, substance or waste that is capable of causing harm to humans or another living organism, capable of damaging the environment, natural resources or public health or welfare, or otherwise is regulated, or is classified as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” “radioactive” or words of similar meaning or effect; or (b) any petroleum product or by-product, asbestos, asbestos-containing material, polychlorinated biphenyls, radioactive materials, radon, mold, urea formaldehyde insulation, or chlorofluorocarbons or other ozone-depleting substances.

Holdback Amount has the meaning set forth in Section 2.03(c) hereof.

Improvements means all buildings, improvements and fixtures, and components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof; heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems; environmental control, remediation and abatement systems; sewer, storm and waste water systems; irrigation and other water distribution systems; parking facilities; fire protection, security and surveillance systems; and telecommunications, computer, wiring and cable installations, on or about the Real Property.

Indemnified Party has the meaning set forth in Section 11.01 hereof.

Indemnifying Party has the meaning set forth in Section 11.01 hereof.

Intellectual Property Rights means all worldwide industrial and intellectual property rights, including: (a) patents, patent applications and patent rights (collectively, Patents ); (b) trademarks (registered and/or at common law), trademark applications, trade names, logos, trade dress, brand names, service marks, service mark applications, domain names and other indicia of source and all goodwill associated therewith (collectively Trademarks ); (c) works of authorship, copyrights, copyright registrations and applications for registration, and moral rights (collectively, Copyrights ); (d) know-how, trade secrets, customer lists, proprietary information, proprietary processes and formulae, databases and data collections (collectively, Trade Secrets ); (e) all source and object code, software, algorithms, architecture, structure, display screens, layouts, inventions, development tools (collectively, Software ); and (f) all documentation and media constituting, describing or relating to the above, including, manuals, memoranda and records.

Interim Balance Sheet has the meaning set forth in Section 3.05(a) hereof.

Interim Financial Statements has the meaning set forth in Section 3.05(a) hereof.

Inventories means all inventories of the Company, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by the Company in the production of finished goods.

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Latest Balance Sheet Date has the meaning set forth in Section 3.05(b) hereof.

Lease has the meaning set forth in Section 3.09(d) hereof.

Leased Real Property has the meaning set forth in Section 3.09(d) hereof.

Legal Requirement means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, ordinance, by-law, principle of common law, regulation, rule, statute, or treaty.

Liability with respect to any Person, means any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.

Licensed Patents has the meaning set forth in Section 3.11(b) hereof.

Losses has the meaning set forth in Section 11.01 hereof.

Material Adverse Effect means any event, occurrence, or effect that has had or would be reasonably likely to have, individually or when taken as a whole with any other events, occurrences, or effects, a material adverse effect on (a) the Business, operations, liabilities, profits, assets, properties, condition (financial or otherwise) or prospects of the Company, and/or (b) the ability of Sellers to consummate the transactions contemplated by this Agreement, other than any event, occurrence or effect resulting from (i) conditions affecting the economy, the financial markets or the industry of the Company generally which do not disproportionately impact the Company, the Purchased Assets, the Assumed Liabilities, the Assumed Contracts and the Business when compared to other businesses in the same industry, (ii) the announcement of this Agreement, the transactions contemplated hereby or the identity of Purchaser (but excluding the loss of any material supplier or customer), (iii) changes in applicable Legal Requirements after the date hereof, or (iv) the fact that Sellers will be operating as a debtors-in-possession under the Bankruptcy Code.

Minimum Incremental Bid Amount means Three Hundred Fifty Thousand Dollars ($350,000) for any initial incremental bid and Two Hundred Fifty Thousand Dollars ($250,000) for any additional incremental bids thereafter;

NEA LLC has the meaning set forth in the recitals.

Order means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

Other Filings has the meaning set forth in Section 8.02 hereof.

Owned Patents has the meaning set forth in Section 3.11(b) hereof.

Owned Real Property has the meaning set forth in Section 3.09(c) hereof.

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Party or Parties has the meaning set forth in the preamble hereto.

Permitted Encumbrance means any easements and any rights of lessors under any leases included in the Assumed Contracts.

Person means any individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization or any government or any agency or political subdivision thereof.

Petition Date means June 4, 2008.

Post-Closing Tax Period means (i) any taxable period beginning after the Closing Date and (ii) with respect to a Straddle Period, the portion of such taxable period beginning immediately after the Closing Date.

Pre-Closing Tax Period means (i) any taxable period ending on or before the Closing Date and (ii) with respect to a Straddle Period, the portion of such taxable period ending on the Closing Date.

Prime Rate means the “prime rate” of interest announced, reported or published from time to time in The Wall Street Journal on the Money Rates Page (or a similar publication or comparable prevailing borrowing rate if The Wall Street Journal is no longer published or no longer announces, reports or publishes such rate), changing as and when such “prime rate” changes.

Proceeding means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative judicial or investigative, whether formal or informal, whether public or private).

Property Taxes means personal property taxes, real property taxes and occupancy taxes imposed with respect to the operation of the Business and the ownership of the Purchased Assets.

Purchase Price has the meaning set forth in Section 2.03(a) hereof.

Purchased Assets has the meaning set forth in Section 2.01 hereof.

Purchaser has the meaning set forth in the recitals.

Purchaser Ancillary Agreements has the meaning set forth in Section 4.02(a) hereof.

Purchaser Plans has the meaning set forth in Section 5.07(b) hereof.

Purchaser Protection and Bidding Procedures Order means an Order of the Bankruptcy Court that (a) approves Sellers’ entrance into this Agreement and the Break-Up Fee on the terms and conditions set forth in Section 12.01(a)(iv)(A) and (b) otherwise is in form and substance reasonably acceptable to Purchaser and that (i) conforms to the description set forth in Section 8.04(c) , (ii) approves the provisions of Sections 5.02 , 5.10 , 8.01 , and 8.08 , and (iii) authorizes and directs Sellers to observe and perform their obligations under the Purchaser Protection and Bidding Procedures Order.

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Qualified Bid means a Competing Proposal (a) whose value is greater than the sum of (i) the Purchase Price, and (ii) the initial Minimum Incremental Bid Amount, (b) has terms and conditions that will result in a sale of all or substantially all of the Company’s assets, (c) is accompanied by satisfactory evidence of committed financing or other ability to perform, and (d) is accompanied by a good faith deposit of Five Hundred Thousand Dollars ($500,000). For avoidance of doubt, this Agreement shall be deemed to be a Qualified Bid for substantially all of the Company’s assets.

Qualified Bidder means a Person (a) who has delivered to Sellers an executed confidentiality agreement, (b) who has delivered to Sellers a Competing Proposal that Sellers, in good faith and upon the advice of independent financial advisors, believe is reasonably likely to lead to a higher and better offer for the Purchased Assets, and (c) whom Sellers in good faith determine is reasonably likely (based on the availability of financing and proof of financial wherewithal, experience and other relevant considerations) to be able to consummate a transaction based on the Competing Proposal, if selected as the successful bidder for the subject assets. For avoidance of doubt, Purchaser shall be deemed to be a Qualified Bidder.

Real Property has the meaning set forth in Section 3.09(e) hereof.

Record means any information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

Release means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, disposing of or migrating into or through the environment or any natural or man-made structure.

Release Date has the meaning set forth in Section 2.03(d) hereof.

Retained Liabilities has the meaning set forth in Section 2.04(b) hereof.

Sale Motion means the motion or motions, in form and substance reasonably acceptable to Purchaser, filed by Sellers on the Petition Date, pursuant to the provisions of Sections 363 and 365 of the Bankruptcy Code, among other things, to obtain the Sale Order, approve the transactions contemplated by this Agreement, authorize the assumption and assignment of the Assumed Contracts to Purchaser and obtain the Purchaser Protection and Bidding Procedures Order.

Sale Order means an order of the Bankruptcy Court, granting the Sale Motion filed by Sellers, in the form attached as Exhibit A hereto, which order as entered shall be in form and substance satisfactory to Purchaser.

Schedule Delivery Date means ten (10) days after the entry of the Buyer Protection and Bidding Procedures Order.

Securities Act means the Securities Act of 1933, as amended.

SEC means the United States Securities and Exchange Commission.

Seller or Sellers has the meaning set forth in the preamble.

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Sellers Ancillary Agreements means all agreements to which a Seller is or will be a party that are required to be executed pursuant to or in connection with this Agreement.

Stand-Alone Plan means a plan of reorganization for Sellers that does not involve a Qualified Bid.

Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

Subsidiary means, when used with reference to any Person, any corporation more than fifty percent (50%) of the outstanding voting securities of which, or any partnership, limited liability company, joint venture or other entity more than fifty percent (50%) of the total equity interest of which, is directly or indirectly owned or Controlled by such Person.

Tangible Personal Property means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by a Person (wherever located and whether or not carried on such Person’s books), together with any express or implied warranty by the manufacturers or the Company or lessors of any item or component part thereof, and all maintenance records and other documents relating thereto.

Tax or Taxes means any and all federal, state, local, foreign and other taxes, assessments and other governmental charges, fees, levies, tariffs, duties, impositions and Liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, alternative or add-on minimum, estimated, net worth, sales, use, occupation, value added, ad valorem, transfer, gains, windfall profits, capital stock, franchise, license, registration, recording, documentary, stamp, withholding, wage, payroll, recapture, employment, social security, disability, workers’ compensation, unemployment, severance, unclaimed property, escheat, excise and property (real and personal) taxes, together with all interest, penalties and additions imposed with respect to such amounts, (b) any Liability for payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group, and (c) any Liability for amounts of the type described in clauses (a) and (b) as a result of any express or implied obligation to indemnify another Person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any Liability for Taxes of a predecessor entity.

Tax Returns means any report, return, declaration, claim for refund or other information or statement supplied or required to be supplied by the Company relating to Taxes, including any schedules or attachments thereto and any amendments thereof.

Third Party means a Person that is not a party to this Agreement or an Affiliate of a party to this Agreement.

Third Party Claim has the meaning set forth in Section 11.02 hereof.

Transfer Taxes has the meaning set forth in Section 8.08(b) hereof.

Transferred Employees has the meaning set forth in Section 5.07(a) hereof.

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1.02 Usage .

(a) Interpretation . In this Agreement, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa:

(ii) references to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(iii) reference to any gender includes each other gender;

(iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof,

(v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement and reenactment of such section or other provision; provided , however , that the foregoing shall not apply in instances in which the Legal Requirement refers to a specific date, time or period;

(vi) hereunder, hereof, hereto and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision thereof;

(vii) including (and with correlative meaning include) means including without limiting the generality of any description preceding such term;

(viii) or is used in the inclusive sense of and/or;

(ix) with respect to the determination of any period of time, from means “from and including” and to means “to but excluding”;

(x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and

(xi) all references to dollars or $ shall mean U.S. dollars.

(b) Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

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ARTICLE II

SALE AND TRANSFER OF PURCHASED ASSETS; CLOSING

2.01 Purchased Assets . Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Effective Time, Sellers shall sell, convey, assign, transfer and deliver to Purchaser, free and clear of all Encumbrances other than the Permitted Encumbrances, and Purchaser shall purchase and acquire from Sellers, Sellers’ right, title and interest in and to all of the Company’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets (as defined below)):

(a) all of the Company’s interests in the Owned Real Property set forth on Schedule 2.01(a) (the Assumed Real Property );

(b) all Tangible Personal Property of the Company, including those items set forth on Schedule 2.01(b) , except as excluded under Section 2.02(d) ;

(c) all Inventories of the Company;

(d) all Accounts Receivable of the Company, including all inter-company receivables due to the Company;

(e) all Company Contracts and DESC Contracts set forth on Schedule 2.03(e) (collectively, the Assumed Contracts );

(f) to the extent transferable, all Governmental Authorizations and all pending applications therefor or renewals thereof set forth on Schedule 3.04(c) ;

(g) all data and Records related to the operations of the Company, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, Tax Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records (all in the state in which such records and information currently exists) and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.02(h) ;

(h) all of the intangible rights and property owned or licensed by the Company, including Intellectual Property Rights (including the right to sue and recover for past infringement), goodwill, telephone and telecopy numbers to the extent transferable, and e-mail addresses, listings and those items set forth on Schedules 3.11(a) and (b) , and further including all files, correspondence, records or other documentation associated therewith;

(i) to the extent transferable, all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities prior to the Effective Time, except as excluded under Section 2.02(f) ;

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(j) all rights, privileges, claims, offsets, demands, choses in action and indemnification rights of the Company against or with respect to any Person in connection with or otherwise relating to the Business, any of the Purchased Assets, and/or any of the Assumed Liabilities whether choate or inchoate, known or unknown, contingent or non-contingent;

(k) all rights of the Company relating to deposits and prepaid expenses, claims for refunds, indemnification rights and rights to offset relating to the Purchased Assets;

(l) all security or other deposits relating to the Assumed Real Property and any equipment owned or leased by the Company;

(m) all customer lists and sales invoices for the last three (3) fiscal years related to the Company, whether generated by, or used by, the Company or any Affiliate of the Company;

(n) the Company’s claims, causes of action and rights of recovery pursuant to Sections 544 through 550 and Section 553 of the Bankruptcy Code and any other avoidance action under any other applicable provisions of the Bankruptcy Code with respect to those Third Parties the Liabilities of which Purchaser is assuming pursuant to Section 2.04(a) ; and

(o) all proceeds of the foregoing and all other property of the Company of every kind, character or description, tangible and intangible, known or unknown, wherever located and whether or not reflected on the Company Financial Statements or Interim Financial Statements, or similar to the properties described above except for the Excluded Assets.

All of the foregoing property and assets are herein referred to collectively as the Purchased Assets .

Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability in respect thereof unless the Purchaser expressly assumes such Liability pursuant to Section 2.04(a) .

2.02 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, the following assets of the Company (collectively, the Excluded Assets) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of the Company after the Closing:

(a) the equity interests of the Company and its Subsidiaries;

(b) all of the Company Contracts that are not Assumed Contracts (collectively, the Rejected Contracts );

(c) all rights of the Company under this Agreement and the Sellers Ancillary Agreements;

(d) the personal property and assets expressly set forth on Schedule 2.2(d) ;

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(e) claims against third parties to the extent related solely to any Excluded Asset or Retained Liabilities;

(f) all rights under insurance policies to the extent relating to claims for losses related exclusively to any Excluded Asset or otherwise non-assignable as a matter of law;

(g) the Company’s corporate seals, stock Record books, corporate Record books containing minutes of meetings of directors and stockholders, and such other Records having to do solely with the Company’s organization or stock capitalization or Excluded Assets or Retained Liabilities;

(h) all personnel Records and other Records that the Company is required by law to retain in its possession;

(i) all cash, cash equivalents and short-term investments (including all restricted cash and cash deposits to or for the benefit of utilities, including any such cash deposits as maintained in escrow;

(j) any interest in and to any refunds of Taxes of whatever nature;

(k) the Purchase Price;

(l) the Company’s claims, causes of action and rights of recovery pursuant to Sections 544 through 550 and Section 553 of the Bankruptcy Code and any other avoidance action under any other applicable provisions of the Bankruptcy Code with respect to those Third Parties the Liabilities of which Purchaser is not assuming pursuant to Section 2.04(a) ; and

(m) all of Sellers’ rights, demands, claims (as defined in the Bankruptcy Code) and causes of action arising with respect to the assertion or defense of claims against the Sellers under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder.

2.03 Consideration .

(a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth and as consideration for the sale and purchase of the Purchased Assets, at the Closing, Purchaser shall purchase the Purchased Assets and shall assume the Assumed Liabilities for $10,500,000 (the “ Purchase Price ”).

(b) Upon execution of this Agreement, Purchaser shall deliver to Young Conaway Stargatt & Taylor, LLP, as escrow agent (the “ Escrow Agent ”), a deposit (the “ Deposit ”) in the sum of $500,000. The Deposit shall be held by the Escrow Agent and shall be placed in an interest-bearing escrow account in accordance with the terms of the Escrow Agreement. All fees related to the Escrow Agent shall be paid one-half by Purchaser and one-half by Sellers.

(c) At the Closing: (i) Purchaser shall pay to the Company by wire transfer of immediately available funds an amount equal to (A) the Purchase Price less (B) the Deposit (and

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all interest thereon) less (C) $$600,000 (the “ Holdback Amount ”); (ii) Purchaser and the Company shall direct the Escrow Agent to deliver the Deposit (and all interest thereon) to the Company; (iii) Purchaser shall pay the Assumed Cure Amounts to the Company; and (iv) the Company shall pay any cure amounts in excess of the Assumed Cure Amounts out of the Purchase Price proceeds.

(d) The Holdback Amount shall be retained by Purchaser to serve as security for Sellers’ obligations to make indemnity payments to Purchaser pursuant to Article XI . The Holdback Amount will accrue interest at the Prime Rate and will be paid to the Company or retained by Purchaser as set forth in Section 2.03(c) . On the date which is six (6) months following the Closing Date (the “ Release Date ”), the remainder of the Holdback Amount, if any, plus all accrued interest thereon will be released by Purchaser to the Company; provided , however , that, if prior to the Release Date, Purchaser gives notice of a claim or claims for indemnification pursuant to Article XI , then (i) if any such claim is resolved prior to the Release Date, by judicial determination or otherwise, any sums due Purchaser shall be retained by Purchaser and shall not be released to the Company or (ii) if any such claim is not resolved prior to the Release Date, the amount of such claim shall be retained by Purchaser as part of the Holdback Amount until such claim is resolved.

2.04 Liabilities .

(a) Assumed Liabilities . As of the Closing Date, Purchaser shall assume only the Liabilities set forth on Schedule 2.04(a) (the Assumed Liabilities ) (which may be updated by Purchaser as necessary after the date of this Agreement and prior to the Closing Date) and the Assumed Cure Amounts, and no other Liabilities of the Company whatsoever.

(b) Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of, and shall be retained by, the Company. Retained Liabilities shall mean every Liability of the Company other than the Assumed Liabilities, including:

(i) any Liability not set forth on Schedule 2.04(a) ;

(ii) any Liability accrued on the Interim Financial Statements, other than the Assumed Liabilities;

(iii) any Liability arising out of or relating to services or products of the Company or its Subsidiaries to the extent provided, designed, manufactured or sold prior to the Effective Time;

(iv) any Liability for Taxes incurred on or prior to the Closing Date, including (A) any Taxes arising as a result of the Company’s or any of its Subsidiaries’ operation of the Business or ownership of the Purchased Assets on or prior to the Closing Date, (B) any Taxes that will arise as a result of the sale of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement and (C) any other Taxes imposed on the Company in any period;

(v) any Liability under any Company Contract (other than the Assumed Contracts) and including any Liability arising out of or relating to any maintenance contract, credit facilities, trade payables, indebtedness for borrowed money, amounts due to Affiliates or any security interest related thereto;

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(vi) any Liability related to Real Property of the Company;

(vii) any Liability arising under or relating to Environmental Law, including any Environmental Claims, in each case to the extent relating to a fact, circumstance, condition or activity existing or occurring prior to the Effective Time relating to the Company or its predecessors, Subsidiaries or Affiliates, the operation of the Business, or the leasing, ownership or operation of any Real Property, including any such Liabilities related to any Real Property set forth on Schedules 3.09(c) or (d) ;

(viii) any Liability of the Company, any of its Subsidiaries or any ERISA Affiliate under the Employee Plans whether or not listed on Schedule 3.16(a) or other “employee benefit plan” (within the meaning of Section 3(3) of ERISA);

(ix) any Liability, arising or related to time periods prior to the Closing Date in respect of any current or former employees of the Company or any of its Subsidiaries, or, relating to employment or termination of employment, including without limitation, relating to payroll, discrimination, harassment, workers’ compensation or wrongful termination;

(x) any Liability of the Company or any of its Subsidiaries to any Affiliate thereof;

(xi) any Liability to pay, indemnify, reimburse or advance amounts to any officer, director, employee , consultant or agent of the Company, any of its Subsidiaries or any Affiliate (including Allen & Co.), or to make any severance, bonus, change of control, sales incentive or other similar payments to any director, officer , employee, consultant or agent of the Company, any of its Subsidiaries or any Affiliate;

(xii) any Liability to distribute or otherwise apply all or any part of the consideration received hereunder;

(xiii) any Liability arising out of any Proceeding threatened or pending as of the Effective Time and any facts, circumstances, acts or omissions occurring prior to the Effective Time, whether or not set forth in the Disclosure Schedules;

(xiv) any penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by the Company or any of its Subsidiaries of any Legal Requirement prior to the Effective Time, whether or not set forth in the Disclosure Schedules;

(xv) any Liability associated with any and all indebtedness for borrowed money of the Company or any Subsidiary of the Company not included in the Assumed Liabilities;

(xvi) any Liability of Sellers under this Agreement or any other document executed in connection with the transactions contemplated hereby;

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(xvii) any Liability of the Company or any of its Subsidiaries based upon their respective acts or omissions occurring after the Effective Time; and

(xviii) any Liability of the Company or any of its Subsidiaries not specifically described above but that may otherwise be set forth on Schedule 2.04(b) .

2.05 Tax Allocation of Purchase Price . Purchaser shall prepare an allocation of the Purchase Price, plus the Assumed Liabilities, taking into account any adjustments made thereto pursuant to this Agreement, among the Purchased Assets in accordance with Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocations shall be binding upon Sellers. Purchaser shall deliver such allocation to the Company within one hundred twenty (120) days after the Closing Date. In the event an adjustment to the Purchase Price is made pursuant to this Agreement, the allocation of the Purchase Price, plus Assumed Liabilities, shall be revised accordingly by Purchaser and delivered to the Company as soon as reasonably practicable. Purchaser and Sellers and each of their respective Affiliates shall take all actions and file all Tax Returns (including, but not limited to IRS Form 8594, “Asset Acquisition Statement”) consistent with such allocation unless required to do otherwise by law and, in such event, Sellers shall provide advance written notice to Purchaser detailing (i) the reasons surrounding such inconsistent position and (ii) the position to be taken by Sellers. Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation, and shall not be an admission of and shall not be evidence of the value of any of the Purchased Assets in the Chapter 11 Cases or any other related proceeding, and shall be for Tax purposes only.

2.06 Closing . The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Proskauer Rose LLP in New York, New York commencing at 10:00 a.m. local time on the second (2 ^nd ) Business Day following the satisfaction or waiver of all conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as Purchaser and Sellers may mutually determine (the Closing Date ). The parties hereto shall use commercially reasonable efforts to consummate the transactions contemplated hereby within two (2) Business Days after the Bankruptcy Court has entered the Sale Order approving the sale of the Purchased Assets to Purchaser.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Purchaser as of the date hereof (subject to the delivery by Sellers to Purchaser of the Disclosure Schedules in accordance with Section 10.10 ) and as of the Closing Date as follows:

3.01 Organization . The Company and each of its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or formation and has all requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on and conduct its business as it is now being

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conducted. The Company and each of its Subsidiaries is duly licensed, registered, admitted or qualified and in good standing in each state in which the conduct of its Business or the ownership of its properties and assets requires it to be so licensed, registered, admitted or qualified, except for failures to be so licensed, registered, admitted or qualified that would not have a material adverse effect on the Purchased Assets or the business to be conducted with the Purchased Assets by Purchaser.

3.02 Subsidiaries . Schedule 3.02 sets forth each Subsidiary of the Company and the equity interest in each such entity that is owned by the Company. Except as noted on Schedule 3.02 , all outstanding shares of capital stock of the Subsidiaries are owned by the Company free and clear of all Encumbrances.

3.03 Power, Authorization and Non-Contravention .

(a) The Company has the requisite corporate power, legal capacity and authority to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties and assets in the manner in which its properties and assets are currently owned, used and leased; and (iii) subject to entry of the Sale Order, enter into and perform its obligations under this Agreement and all Sellers Ancillary Agreements to which it is a party. The execution and delivery of this Agreement, the Sellers Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and stockholder action on the part of the Company.

(b) No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Authority or other Person, is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for: (i) the Sale Order; (ii) the consents set forth on Schedule 3.03(b) ; (iii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities or “blue sky” laws or related laws; and (iv) such other consents, authorizations, filings, approvals and registrations that if not obtained or made would not be material to the Company, Purchaser or prevent, alter or materially delay the consummation of the transactions contemplated hereby.

(c) Upon entry of the Sale Order, this Agreement and the Sellers Ancillary Agreements to which it is a party are, or when executed and delivered by the Company and the other parties thereto will be, valid and binding obligations of the Company (to the extent a party thereto) enforceable against the Company in accordance with their respective terms.

3.04 No Violations; Compliance with Legal Authorizations; Governmental Authorizations .

(a) Upon entry of the Sale Order, neither the execution and delivery of this Agreement or any Sellers Ancillary Agreement to which it is a party, nor the consummation of the transactions provided for herein or therein will conflict with, or (with or without notice or lapse of time, or both) result in a termination, Breach, impairment or violation of any provision of any Assumed Contract.

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(b) Except as set forth on Schedule 3.04(b) : (i) the Company is, and at all times since January 1, 2008 has been, in material compliance with each Legal Requirement that is or was applicable to it or to the conduct of operation of the Business or the ownership or use of any of the Purchased Assets; (ii) no event has occurred or circumstance currently exists that (with or without notice or lapse of time) constitutes or will result in a violation by the Company of, or a failure on the part of the Company to comply with, any applicable material Legal Requirement; and (iii) the Company has not received, at any time since January 1, 2008, any written notice or other communication from any Governmental Authority or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply by the Company with, any applicable material Legal Requirement.

(c) Schedule 3.04(c) contains a complete and accurate list of each material Governmental Authorization that are collectively necessary to permit the Company to lawfully conduct and operate the Business in the manner it currently conducts and operates the Business and to permit the Company to own and use the Purchased Assets in the manner in which it currently owns and uses such Purchased Assets. Each Governmental Authorization set forth or required to be set forth on Schedule 3.04(c) is valid and in full force and effect. Except as set forth on Schedule 3.04(c) : (i) the Company is, and at all times since January 1, 2008 has been, in full compliance with all of the material terms and requirements of each Governmental Authorization set forth or required to be set forth on Schedule 3.04(c) ; and (ii) no violation has been alleged by any Governmental Authority, no proceeding is pending or, to the Company’s Knowledge, threatened to revoke or materially limit any such Governmental Authorization, and there is no basis for any such allegation or proceeding.

3.05 Financial Statements; Internal Control Over Financial Reporting .

(a) Schedule 3.05(a) contains accurate and complete copies of the Company’s consolidating balance sheets and related statements of income and cash flows as of and for the fiscal years ended December 31, 2007, 2006 and 2005, and the related notes thereto (the Audited Financial Statements ); and the Company’s unaudited balance sheet and the related statement of income and cash flows as of and for the three (3) month period ended March 31, 2008 (the Interim Financial Statements and, collectively with the Company Financial Statements, the Financial Statements ). Except as set forth therein or in the notes to the Company Financial Statements, the Financial Statements were prepared from the books and records of the Company in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates and for the periods covered thereby (except in the case of the Interim Financial Statements, subject to normal year-end adjustments for recurring accruals, which shall not be material, either individually or in the aggregate). The unaudited balance sheet as of March 30, 2008 included in the Interim Financial Statements is referred to herein as the Interim Balance Sheet .

(b) Except as set forth on Schedule 3.05(b) , since March 31, 2008 (the Latest Balance Sheet Date ), the Company does not have any Liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise), except for Liabilities incurred since the Latest Balance Sheet Date in the ordinary course of business consistent with past practices that are not, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and Liabilities incurred in connection with this

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Agreement. There has been no change in the Company’s accounting policies during the periods covered by the Financial Statements, except as described in the notes to the Financial Statements. The Company does not have any indebtedness, Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected, reserved against or disclosed in the Financial Statements or on Schedule 3.05(b) . All projections, estimates, financial plans or budgets previously delivered to or made available to Purchaser were based upon reasonable assumptions in light of all material facts and circumstances at the time made and were provided to Purchaser in good faith.

3.06 Accounts Receivable; Inventory .

(a) The Accounts Receivable shown in the Interim Balance Sheet and that constitute Purchased Assets to be purchased under Section 2.01 arose in the ordinary course of business consistent with past practice. Allowances for doubtful accounts are adequate and have been prepared in accordance with GAAP and in accordance with the past practices of the Company. The Accounts Receivable of the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and prior to the Closing Date, as determined in the ordinary course of business consistent with the past practices of the Company. No Person has any Encumbrance on any Accounts Receivable and no agreement for deduction or discount has been made with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable of the Company in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts. The Company does not have any Accounts Receivable from any director, officer or employee or Affiliate of the Company.

(b) Except as set forth on Schedule 3.06(b) , the Company’s Inventory is merchantable and fit for the purpose for which it was procured or manufactured, and none of which is slow-moving, obsolete or defective, subject only to the reserve for inventory write-down set forth on the Latest Balance Sheet Date (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company.

3.07 Litigation . Except as set forth on Schedule 3.07 , there is no Proceeding pending against the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, is any Proceeding threatened against the Company or any of its Subsidiaries, before any Governmental Authority or arbitrator. There is no unsatisfied adverse Order of a Governmental Authority or arbitrator outstanding against the Company or any of its Subsidiaries. There is no Proceeding pending as to which the Company has received notice that in any manner could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.

3.08 Taxes .

(a) The Company has timely filed (taking into account any valid extensions) all Tax Returns that it was required to file. All such Tax Returns were accurate and complete in all material respects and were prepared in material compliance with all Legal Requirements. All Taxes owed by the Company (whether or not shown on any Tax Return) have been duly and timely paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Authority in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, nor is the Company required to file any Tax Returns in any jurisdiction in which it has not done so. There are no Encumbrances for Taxes (other than for Taxes not yet due and payable) upon the Purchased Assets.

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(b) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other Third Party, and all Forms W-2 and 1099 (or any other applicable form) required with respect thereto have been properly completed and timely filed.

(c) There is no dispute or claim concerning any Liability related to Taxes of the Company claimed or raised by any taxing authority in writing. Schedule 3.08(c) sets forth all federal, state, local, and foreign income Tax Returns filed by the Company for taxable periods ended within the last three (3) years, indicates those Tax Returns, if any, that have been audited, and indicates those Tax Returns, if any, that currently are the subject of audit. Except as set forth on Schedule 3.08(c) , the Company has not received any notice of commencement of any audit, dispute or claim related to Taxes. The Company has delivered to Purchaser accurate and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company within the last three (3) years.

(d) The Company has not waived any statute of limitations in respect of Taxes (which waiver is currently in effect) or agreed to any extension of time with respect to a Tax assessment or deficiency (which extension is currently in effect).

(e) The Company has collected all sales, use and value added Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate taxing authority and has furnished properly completed exemption certificates for all exempt transactions.

(f) The Company has not engaged in a reportable transaction described in Treasury Regulation Section 1.6011-4.

3.09 Sufficiency of Purchased Assets; Title; Real Property .

(a) The Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, used by the Company to operate the Business in the manner currently operated by the Company and include substantially all of the operating assets of the Company, subject to any Excluded Assets or Retained Liabilities.

(b) The Company has good and marketable title to all of the Purchased Assets as shown on the Interim Balance Sheet, or with respect to leased Purchased Assets, valid leasehold interests in, or with respect to licensed Purchased Assets, valid licenses to use, and at

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the Closing will deliver the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances). The machinery and equipment included in the Purchased Assets are in good condition and repair, normal wear and tear excepted. The Company is in compliance in all material respects with any zoning, building, or safety ordinance, regulation or requirement or other Legal Requirement applicable to the operation of owned or leased properties, and the Company has not received any notice of such violation with which it has not complied or had waived.

(c) Schedule 3.09(c) sets forth an accurate and complete list of all real property owned by the Company, together with the Improvements (the Owned Real Property ). The Company has good, valid fee simple title to the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances. The Permitted Encumbrances do not and will not materially adversely affect or interfere