ASSET PURCHASE AGREEMENT

Exhibit 10.30

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this 13th day of August, 2008, by and among IP Solutions, Inc., a Colorado corporation (“ Buyer ”), IPtimize, Inc., a Delaware corporation (“Parent”) and American Fiber Systems, Inc., a Delaware corporation (the “ Seller ” or the “ Company ”), each a “party” and collectively the “parties”. The Disclosure Memorandum, together with any supplements to the Disclosure Memorandum, is hereby incorporated in this Agreement, and made a part hereof, by this reference.

WHEREAS, Seller desires to sell and Buyer desires to purchase substantially all of the operating assets and properties of the Company with respect to the Business (as hereinafter defined) on the terms and conditions set forth herein,

NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS

For purposes of this Agreement, the following terms are defined terms and shall have the meanings set forth below:

“ Affiliate ” means, with respect to a specified person, any Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person.

“ Agreement ” refers to this entire Agreement, including the Disclosure Memorandum, exhibits, schedules and certificates referred to herein.

“ Ancillary Agreements ” means the Assignment and Assumption Agreement, and other documents to be executed by the Parties as listed in Exhibit1.

“ Assets ” means all of the tangible property exclusively relating to and used in the operation of the Business, deposits and prepayments on customer contracts or other payments to the Seller for products or services of the Business that have not been completed and delivered prior to the Closing Date, the Receivables arising after the Closing Date, Pre-Paids, the Equipment, the Contracts, the Intellectual Property, and the Covenant Not to Compete, and also including all intangible property exclusively related to and used in the operation of the Business, to the extent listed on Exhibit 2 attached hereto as supplemented, subject to Buyer’s approval.

“ Assumed Liabilities ” shall mean (and is expressly limited to):

(a) all obligations of Seller to be performed or satisfied after the Closing under the Contracts, but not liabilities or obligations resulting from any default or breach by Seller thereunder prior to the Closing;

(b) those (and only those) non-delinquent Trade Accounts payable by Seller incurred in the Business prior to Closing and which are disclosed in the Disclosure Memorandum as supplemented;

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(c) those (and only those) non-delinquent Trade Accounts payable incurred by Seller in the Ordinary Course of Business (as hereinafter defined) of the Business between the date of the full execution of this Agreement and the Closing Date which remain unpaid at the Closing Date and which are disclosed in the Disclosure Memorandum as supplemented;

(d) any liability to a customer of Seller for claims asserted under written warranties provided by Seller to customers that arise after the Closing Date, except that Seller shall retain any liability to a customer of Seller: (i) for claims asserted under written warranties provided by Seller to customers that arise prior to the Closing Date, but for which a written claim from a customer is received by Seller for up to and including the period no later than 120 days after the Closing Date and (ii) for liabilities arising out of any failure by Seller to perform warranty obligations prior to the Closing Date.

“ Business ” shall mean the business of the Company with respect to the provision of Voice over Internet Protocol (“VoIP”) and broadband data services to commercial customers as currently conducted.

“ Business Information and Records ” means all records, information, files and papers reasonably necessary for Buyer to review, assess and understand the Business and the Assets, including but not limited to those used materially or exclusively in or prepared materially or exclusively in connection with the Business, including, without limitation, product designs, blueprints, specifications, drawings, recorded knowledge, engineering reports, test reports, instruction manuals, performance standards, catalogues, research data, formulae, inventions, processes, quality control information, trouble ticket records, proprietary information, know-how, technical data, performance data, equipment service information, trade and business secrets, sales data and other information relating materially or exclusively to the Business and/or Assets of the Company, all art work, photographs, slides, color separations, plates and other back-up material relating to product brochures, literature and similar materials relating to the products or services of the Business, and with respect thereto, all sales and advertising materials, customer and supplier lists, including addresses, telephone numbers and principal contacts, records of products and services and quantities purchased or supplied to or by each customer and supplier, other customer and supplier records and files, sales and purchase correspondence, sales reports, copies of sales and use tax resale certificates, and books of account, but excluding books and records of incorporation or organization, shareholder and member meetings, and similar materials of a corporate nature; and information and records relating to businesses or operations other then those related to the Business.

“ Closing ” shall mean the consummation of the transactions contemplated by this Agreement.

“ Closing Date ” shall mean the date of the Closing.

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

“ Consent or Consents ” means any consent, waiver, approval, permit, license or authorization of, or notice, declaration or filing with, (a) any governmental body, and (b) any other Person (including, but not limited to, any party to a lease or other agreement or commitment of the Company exclusively related to the Business) required to be obtained or given in connection with the execution, delivery and performance of this Agreement or the consummation of the Contemplated Transactions.

“ Contemplated Transactions” means all of the transactions contemplated by or provided for in this Agreement.

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“ Contracts ” means those contracts and agreements of the Company materially or exclusively related to the Business that are described in Section 3.13 or elsewhere in this Agreement and including but not limited to (a) the contracts evidencing the broadband and VoIP customer lists attached hereto in Exhibit 3; (b) sales and marketing records and materials; problem lists, whether related to the Business customers or select third party vendor software licenses; equipment leases, and other contracts or business records relating materially or exclusively to the Business; and (c) select software licenses and select software and hardware maintenance agreements; voice termination and transport agreements with providers other than AFS that are to be conveyed to Buyer hereunder, if any; and select outstanding contracts with vendors and suppliers, all as set forth on Exhibit 4.

“ Cut-off Date ” means June 30, 2008.

“ Disclosure Memorandum ” means the disclosure memorandum, dated the date of this Agreement, delivered by Seller to Buyer.

“ Encumbrance ” means any claim, lien, pledge, charge, security interest, equitable interest, option, right of first refusal, condition, or other restriction or adverse claim of rights of any kind, including any restriction on use, transfer, voting (in the case of a security), receipt of income, or exercise of any other attribute of ownership.

“ Equipment ” means all rights of the Company which relate materially or exclusively to the Business in any machinery, equipment, spare parts, switches and switching systems, equipment located at customer premises, tools, supplies and drawings owned, or licensed by the Company, and any manuals, product literature, and manufacturer’s warranties and representations that relate to the foregoing, as set forth in the hardware, inventory and customer premise equipment lists attached hereto as Exhibit 5.

“ Excluded Assets ” means all assets of Seller except for the Assets to be conveyed to Buyer hereunder as set forth on Exhibit 6 and: (a) books and records of incorporation, board meetings and shareholder meetings and similar materials of a corporate nature; (b) assets and properties sold, transferred or disposed of in the Ordinary Course of Business prior to the Closing; (c) all federal, state, county and local income, excise, franchise, property and other tax returns, reports and declarations of the Seller; (d) all tax refunds due and owing to the Seller in respect of all periods up to the Closing Date; (e) any Company assets and properties, including all fiber network, laterals, and IP core network equipment which are not exclusively related to the Business, and (f) Accounts Receivables existing as of or prior to the Closing Date.

“ Financial Statements ” shall have the meaning set forth in Section 3.6.

“ Intellectual Property ” means all rights to be conveyed hereunder, if any, exclusively related to the Business as set forth in Exhibit 7 in all United States and foreign trademarks (common law and registered) and service marks, trademark and service mark registrations and applications, trade names, copyrights, copyright registrations, proprietary technology, Trade Secrets, know-how, licenses, computer software, inventions, and patents, patent applications, utility models, utility model applications, and all software in which the Company has an interest including source and object codes; all causes of action, judgments, claims, and demands of any nature related to such software and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers of the Business and the right to sue for past infringements thereof exclusively related to the Business as set forth in Exhibit 8.

“ Inventory ” means all inventories used or prepared for use in connection with the Business wherever located, including without limitation, equipment for resale, spare parts, and containers, and excluding such inventories sold, transferred, disposed of or consumed prior to the Closing Date in the Ordinary Course of Business or otherwise with the written consent of Buyer.

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“ IRS ” means the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

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“ Knowledge of Company,” “Company’s Knowledge,” “Knowledge of Seller,” “Seller’s Knowledge,” “Known to Seller ” and similar phrases mean the actual knowledge of Dave Rusin, Dave Danchak, Rich Coyle or Gita Ramachandran or that a prudent individual in the position of any of the foregoing could be expected to become aware of in the course of conducting a reasonable investigation regarding the accuracy of any representation or warranty contained in this Agreement.

“ Loss ” shall have the meaning ascribed thereto in Section 11.1 hereof.

“ Material Adverse Effect ” shall mean, (a) with respect to Seller, a change or effect which individually or in the aggregate with other changes or effects is or is reasonably likely to be materially adverse to (i) the Assets, liabilities, business, operations, results of operations, regulatory status, or condition (financial or otherwise) of the Business, taken as a whole or in any geographic market, or (ii) on the ability of Seller to consummate the Contemplated Transactions and (b) with respect to Buyer, a change or effect which individually or in the aggregate with other changes or effects is or is reasonably likely to be materially adverse to the ability of Buyer or Parent to consummate the Contemplated Transactions.

“ Non-Competition Agreements ” means the Non-Competition Agreements between Buyer and the Company, each effective as of the Closing Date and in substantially the form of Exhibit 9 hereto.

“ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if:

(a) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

(b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); and

(c) such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

“ Parent ” shall mean IPtimize, Inc., a publicly traded Delaware corporation and parent of IP Solutions, Inc., a Colorado corporation.

“ Permitted Encumbrances ” means only those encumbrances which are specifically identified on Exhibit 10.

“ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.

“ Pre-Paids ” means those certain contracts for equipment and software maintenance or other contracts necessary for the operation of the Business, including without limitation Telica, ACME Packet, Broadsoft, and SUN, all as set forth on Exhibit 11, as supplemented by Seller after execution of this Agreement, which Seller has paid for in advance, which contracts will inure to the benefit of the Buyer for a period of time after the Closing Date.

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“Proceeding ” means any suit, litigation, arbitration, hearing, audit, investigation, or other action (whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator.

“ Purchase Price ” shall have the meaning ascribed thereto in Section 2.3 of this Agreement.

“ Receivables ” means all trade accounts receivable and other receivables of the Company with respect to and arising exclusively out of the Business to the extent to which the same is outstanding for services not yet rendered or products not delivered by Seller under any customer contract or with respect to an Asset being transferred to Buyer hereunder.

“ Retained Liabilities ” means any and all liabilities of Seller of any kind or nature, including but not limited to Accounts Payable incurred on or prior to the Closing Date, excluding only the Assumed Liabilities. Further, Seller shall retain any liability to customers of Seller under written warranties given by Seller to customers for claims arising prior to the Closing Date, provided such customers make a written claim and such claim is received by Seller no later than one hundred and twenty (120) days after the Closing Date.

“ Returns ” means all returns, declarations, reports, statements, schedules and other documents required to be filed with regard to Taxes, whether timely or delinquent, and all amendments thereof.

“ Taxes ” means all federal, state, local, foreign and other taxes, assessments or other governmental charges, including, without limitation, income, business, sales, use, transfer, franchise, license, withholding, employment, excise, occupation or property taxes, together with any interest, penalties or additions in connection therewith, for which the Company is or may be liable arising exclusively in connection the Business.

“ Trade Accounts ” means accounts payable by Seller, as of the Closing Date and to be assigned to and assumed by Buyer hereunder, arising materially or exclusively from or incurred in connection with the Business by Seller and as set forth in Exhibit 12 attached hereto, as supplement by Seller and agreed to by Buyer.

“ Trade Secrets ” means all licenses, processes, algorithms, formulae, designs, methods, trade secrets, inventions, proprietary or technical information, design documentation and data covering or embodied in any software or other assets owned by the Company and used exclusively in the conduct of the Business.

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ARTICLE 2. PURCHASE AND SALE

2.1 Closing . The Closing shall take place at the offices of Buyer at a mutually agreed date and time, conducted via facsimile or other electronic transmission among the parties of final, signed copies of all relevant closing documents (with originals to follow via overnight delivery wherever possible) (the “Closing Date”). All documents to be delivered at the Closing and acts to be performed thereat shall be deemed to have been delivered and taken simultaneously, and the transactions contemplated hereby shall be deemed effective as of the Closing Date. The Purchase Price shall be delivered to Seller by way of wire transfer of U.S. funds to the following account:

(b) Upset Date . In the event that the Closing shall not have occurred on or prior to August 13, 2008, then, except as otherwise provided herein or otherwise agreed to in writing by the parties hereto, this Agreement shall terminate on or following such date (as such date may be postponed pursuant hereto), upon written notice given by one party to the other, unless the absence of such occurrence shall be due to the material breach of the party seeking to terminate this Agreement.

2.2 Conveyance . Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, convey and assign to Buyer, and Buyer shall purchase from Seller, all of the Assets including those set forth on Exhibits 2, 3, 4, 5, 7, 8, 11, and 15 but not the Excluded Assets. Seller shall transfer good and marketable title to the Assets to Buyer, free and clear of all Encumbrances, except for Permitted Encumbrances.

2.3 Purchase Price . The Purchase Price for the Assets shall equal One Million Dollars ($1,000,000), plus the assumption of any Assumed Liabilities with no adjustments to Seller for Pre-Paids (the “Purchase Price”). The Purchase Price shall include a downward adjustment for deposits and prepayments, if any, on customer contracts or other payments to the Seller for products or services of the Business that have not been completed and delivered prior to the Closing Date.

2.3.1 Reimbursement for Expenses & Accounts Receivables . Except with regard to Pre-Paids as set forth above, in the event: (a) Seller pays any invoice for other products or services related to the Business or Assets after the date hereof in the Ordinary Course of Business which invoice covers any period of time after the Closing Date, then Buyer shall reimburse Seller on a per diem basis for the portion of the cost associated with the number of days after the Closing Date, within ten (10) days of receipt of Seller’s invoice for the same, (b) Seller receives any payment from a customer related to the Business, which payment covers any period of time after the Closing Date, then Seller shall reimburse Buyer on a per diem basis for the portion of the payment associated with the number of days after the Closing Date, within ten (10) days of receipt of such payment; (c) Buyer pays any invoice for products or services related to the Business or Assets in the Ordinary Course of Business which invoice covers any period of time prior to the Closing Date, then Seller shall reimburse Buyer on a per diem basis for the portion of the cost associated with the number of days prior to the Closing Date, within ten (10) days of receipt of Buyer’s invoice for the same, and (d) Buyer receives any payment from a customer related to the Business, which payment covers any period of time prior to the Closing Date, then Buyer shall reimburse Seller on a per diem basis for the portion of the payment associated with the number of days prior to the Closing Date, within ten (10) days of receipt of such payment.

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2.3.2 Reconciliation, Final Adjustment & Final Payment . Within one hundred and twenty (120) days after the Closing Date (“Adjustment Date”), the parties shall make a final adjustment to the Purchase Price for any reimbursements not made between the parties pursuant to Section 2.3.1 above, such that in the event: (a) Seller has paid any invoice after the date hereof associated with the Business or the Assets in the Ordinary Course of Business, other than a Pre-Paid, covering a period of time after the Closing Date, then Buyer shall reimburse Seller on a per diem basis for the portion of the cost associated with the number of days after the Closing Date; (b) Seller receives any payment from a customer related to the Business, which payment covers any period of time after the Closing Date, then Seller shall reimburse Buyer on a per diem basis for the portion of the payment associated with the number of days after the Closing Date; (c) Buyer has paid any invoice for products or services related to the Business or the Assets in the Ordinary Course of Business which invoice covers any period of time prior to the Closing Date, then Seller shall reimburse Buyer on a per diem basis for the portion of the cost associated with the number of days prior to the Closing Date; and (d) Buyer receives any payment from a customer related to the Business, which payment covers any period of time prior to the Closing Date, then Buyer shall reimburse Seller on a per diem basis for the portion of the payment associated with the number of days prior to the Closing Date. Any amounts due from one party to the other under this Section 2.3.2 may be offset against other amounts owed or due and payable between the parties. Any final payments due under this Section 2.3.2 net of off-sets shall be delivered to the party to which it is owed within five business days of the Adjustment Date.

2.4 Deliveries of Seller . At the Closing, Seller shall deliver the following documents to Buyer:

2.4.1 Bills of sale, assignments of Assets, including but not limited to assignments of any outstanding software licenses and maintenance agreements related to software or hardware assets, reasonably satisfactory in form and substance to counsel for Buyer.

2.4.2 The Non-Competition Agreement.

2.4.3 The executed Ancillary Agreements, if any, to which the Seller is a party.

2.4.4 Original documents to the extent available, copies of which have been previously provided by Seller and listed in the Disclosure Memorandum, or as otherwise as provided herein.

2.4.5 Other documents as provided herein or such other documents, instruments, and certificates as Buyer may reasonably request for the purpose of consummating the Contemplated Transactions under this Agreement.

2.4.6 A certificate of an officer of Company to the effect that the conditions set forth in Section 8 with respect to Seller have been satisfied unless waived in writing by the Buyer.

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2.5 Deliveries of Buyer . At the Closing, Buyer shall deliver to Seller the following:

2.5.1 (a) The Purchase Price, as follows: the payment of One Million Dollars ($1,000,000) by wire transfer of immediately available United States funds to the account set forth in Section 2.1(a) of this Agreement or such other account as Seller and Buyer shall agree in writing immediately following the execution of this Agreement; and (b) an instrument of assumption with respect to any Assumed Liabilities in form and substance reasonably satisfactory to counsel to Seller.

2.5.2 A certificate signed by an officer of Buyer to the effect that the conditions set forth in Section 9 have been satisfied unless waived in writing by the Seller.

2.5.3 The executed Ancillary Agreements, if any, to which the Buyer is a party.

2.5.4 Other documents as provided herein or such other documents, instruments, and certificates as Seller may reasonably request for the purpose of consummating the transactions contemplated under this Agreement.

2.6 (INTENTIONALLY DELETED)

2.7 Timing of Transactions . The deliveries provided in this Section 2 shall be deemed to be to occur simultaneously.

2.8 (INTENTIONALLY DELETED)

2.9 Allocation of Purchase Price . The Purchase Price for the Assets shall be allocated among the Assets in accordance with the Allocation Agreement in substantially the form of Exhibit 13 attached hereto. Buyer, Parent and Seller shall adhere to such allocation for the purposes of all tax returns, whether federal, state or local, of whatever kind filed by or on behalf of either of them or by or on behalf of their Affiliates.

2.10 Further Assurances . Each party shall, at any time and from time to time after the Closing Date, upon the request of the other party do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required for the proper assigning, transferring, granting, conveying, assuring and confirming of the Contemplated Transactions to the respective benefit of each party or to its successors and assigns. In addition, and as soon after the execution of this Agreement as is reasonably possible, but in no event later than 45 days after the execution of this Agreement, Seller shall deliver to Buyer, all documents, consents, disclosures and information required from Seller by this Agreement but not already delivered to Buyer at the time of the execution hereof.

2.11 Liabilities Assumed . Other than the Assumed Liabilities, Buyer shall not assume, or become obligated to pay or perform under, any of the liabilities, obligations or contracts of Seller of any nature whatsoever. Seller shall remain liable for all Retained Liabilities. Notwithstanding anything to the contrary herein, Buyer will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 3, provided any such misrepresentation or breach of the representations or warranties in this Section 3 has a Material Adverse Effect on the Business or Assets either as of the date of this Agreement or as of the Closing Date as if made on the Closing Date. The Assumed Liabilities are the only liabilities and obligations of the Company that Buyer will assume in connection with this Agreement.

2.12 Expenses . Buyer and Seller shall each pay their own expenses, fees and charges (including broker or finder fees, attorneys’ fees and accountants’ fees) in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated herein.

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2.13 Consent of Third Parties . This Agreement shall not constitute an agreement to assign any interest in any instrument, Contract, lease, or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom, if an assignment or agreement to assign without the consent of a third party would constitute a breach or a violation thereof or affect adversely the rights of Buyer or Seller thereunder. If a Consent that is required to be obtained by Seller, as designated in Exhibit 14, in order to assign any such interest is not obtained by Seller prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of Seller to convey its interest to Buyer, Seller will cooperate with Buyer in any lawful and reasonable arrangement, to the extent practicable, to provide that Buyer shall receive substantially the same benefit in respect of such interest of Seller under any such instrument, contract, lease, permit or other agreement or arrangement, including performance by Seller as agent except where prohibited by law; and any transfer or assignment to Buyer or by Seller of any interest under any such instrument, contract, lease, permit or other agreement or arrangement that requires the Consent of a third party shall be made subject to such Consent or approval being obtained. Seller is only responsible for obtaining third party consents for those designated in Exhibit 14. Any cost of obtaining such designated consents set forth on Exhibit 14 shall be paid for by the Seller. This Section 2.13 shall not constitute a waiver under Section 8.3. Buyer shall be responsible for obtaining at its cost any third party consents for all other Contracts other than the agreements designated as Seller responsibilities on Exhibit14.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization and Good Standing of the Company . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Company has all requisite corporate power to own, operate and lease its Business properties and carry on the Business as the same is now being conducted. Company is qualified to do the Business and in good standing as a foreign corporation in each state or other jurisdiction wherein the Company is required by law to qualify as a foreign corporation, except where the failure to be so qualified would not have a Material Adverse Effect on the Business or Assets taken as a whole.

3.2 Authorization . Seller has all requisite power to execute, deliver, and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation by Seller of the Contemplated Transactions and the Ancillary Agreements, have been duly authorized by all requisite action of Seller. Upon execution and delivery by the Company of the Ancillary Agreements, they will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

3.3 Records . The Business Information and Records of the Company, all of which have been made available to Buyer, are to Seller’s Knowledge true, complete and correct, except for such items as would not have a Material Adverse Effect. At the Closing, all of those Business Information and Records will be in the possession of the Company.

3.4 Authority; No Conflict .

3.4.1 This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

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3.4.2 Neither the execution and delivery of this Agreement, nor the consummation or performance of any of the this transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (i) any provision of the organizational documents of the Company, (ii) any resolution adopted by the board of directors (or any person or group of persons exercising similar authority), (iii) any legal requirement or any order to which the Business, or any of the Assets may be subject, or give any governmental body or other person the right (with or without notice or lapse of time) to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any such legal requirement or order; (iv) any of the terms or requirements of, or give any governmental body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any governmental authorization that is held by the Company and exclusively related to the Business or any of the Assets, or (v) any provision of, or give any person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any Asset of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;

(b) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or

(c) except as disclosed in Section 3.5 of the Disclosure Memorandum and Exhibit 14, require any notice to or Consent from any person, which consent Seller is obligated to obtain.

3.5 Consents and Approvals . Except as set forth in Section 3.5 of the Disclosure Memorandum and Exhibit 14, to Seller’s Knowledge, no consent, waiver, approval, permit, license or authorization of, or notice, declaration or filing that is the Seller’s responsibility to obtain per this Agreement with (a) any governmental body or (b) any other Person (including, but not limited to, any party to a lease or license, or other agreement or commitment of the Company exclusively related to the Business), is required which has not been obtained or will not be obtained by the Closing Date, the failure of which to obtain would have a Material Adverse Effect.

3.6 Financial Information .

3.6.1 The Company has delivered to Buyer the following unaudited financial statements (the “Financial Statements”) with respect to the Business: (a) Seller’s income statements and selected balance sheet items for the fiscal year ending on Dec. 31, 2007 and (b) income statements and selected balance sheet items of the Business as of (“the Cut-off Date”) (the “Balance Sheet”). Except as set forth in Section 3.6 of the Disclosure Memorandum, the Financial Statements are complete and correct in all material respects, are substantially in accordance with all books, records and accounts of the Business, have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout the periods indicated, and fairly present in all material respects the financial condition of the Business as of the respective dates thereof and the results of its operations for the respective periods covered thereby.

3.6.2 (INTENTIONALLY DELETED)

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3.7 Taxes . There are no unpaid taxes or assessments that are or could become a lien on any of the Assets. Seller has paid when due all sales or other excise taxes required to be paid and timely filed all returns required to be filed with respect thereto, or has obtained extensions of or is contesting same in good faith. Such returns are true, correct and complete in all material respects.

3.8 Inventories . Inventories of the Company exclusively related to the Business and conveyed hereunder as part of the Assets are set forth in Exhibit 15 attached hereto. There is no material discrepancy between the items identified on Exhibit 15 and the items that would be determined by a physical inventory.

3.9 Accounts Receivable . All Receivables exclusively with respect to the Business that are reflected on the Financial Statements or on the accounting records of the Business as conducted, provided to Buyer as of the Closing Date shall be retained as assets of the Seller. All Receivables exclusively with respect to the Business that arise after the Closing Date are part of the Assets.

3.10 (INTENTIONALLY DELETED)

3.11 Title and Sufficiency of Assets . Except for the interests disclosed in Section 3.11 of the Disclosure Memorandum and Permitted Encumbrances, the Company has good and marketable title to the Assets, free and clear of all Encumbrances except for immaterial Encumbrances which would not have a Material Adverse Effect.

3.12 Absence of Changes . Except as disclosed in Section 3.12 of the Disclosure Memorandum and except in th