ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of the 12 ^th day of September, 2005 (the “ Closing Date ”) by and among TURBOCHEF TECHNOLOGIES, INC., a Delaware corporation (“ Buyer ”), GLOBAL APPLIANCE TECHNOLOGIES, INC., a Delaware corporation (“ Seller ”), and the stockholders of Seller whose names are set forth under the heading “Stockholders” on the signature pages hereto (the “ Stockholders ”).

WHEREAS, Seller is engaged in the business of inventing, researching, designing, developing, licensing, marketing and selling various heat transfer technologies, cooking methods, products and services for use by manufacturers of commercial and residential foodservice equipment (collectively, the “ Business ”);

WHEREAS, Buyer wishes to purchase from Seller, and Seller is willing to sell to Buyer, the Acquired Assets (as defined below) upon the terms and conditions set forth in this Agreement (the “ Acquisition ”); and

WHEREAS, the Stockholders own all of the outstanding shares of capital stock of Seller (the “ Seller Stock ”) and will benefit from the Acquisition;

NOW, THEREFORE, for and in consideration of the Purchase Price and the mutual covenants, agreements and warranties herein contained, the parties hereby agree as follows:

1.1          Definitions . The terms defined in this Section 1.1 shall, for all purposes of this Agreement, have the meanings herein specified:

“ Acquisition Share Amount ” means the sum of One Million and 00/100 Dollars ($1,000,000.00).

“ Acquisition Shares ” means 60,838 shares of common stock, par value $.01 per share, of Buyer (such number of shares of common stock being equal to (a) the Acquisition Share Amount divided by (b) the Share Determination Price (rounded up to the nearest whole number).

“ Affiliate ” means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by, or is under common control with the specified Person. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities of that Person, by contract, or otherwise).

“ Bolton ” means David A. Bolton, a Stockholder and individual resident of the State of Texas.

“ Closing Cash Amount ” means the sum of Five Million and 00/100 Dollars ($5,000,000.00).

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

“ Contract ” means any contract, license agreement, lease, lease option, commitment, purchase order, equipment lease, mortgage, note, bond or other agreement relating to the Business including, without limitation, any agreements for the purchase of goods, agreements with suppliers, security agreements, joint venture, partnership or similar agreements, advertising agreements, franchise agreements and broker or distributorship agreements.

“ Duke ” means Duke Manufacturing Co., a Missouri corporation.

“ Duke Agreements ” means: (a) that certain License Agreement, dated September 15, 2004, as amended, between Seller and Duke; (b) that certain Technical Services Agreement, dated September 15, 2004, as amended, between Seller and Duke; and (c) that certain Settlement Agreement and Mutual General Release, effective as of September 15, 2004, between Seller and Duke.

“ Encumbrance ” means any mortgage, deed of trust, title defect or restriction, lien or objection, pledge, security interest, hypothecation, restriction, covenant, transfer restriction, right of first refusal, adverse claim, conditional sales contract, easement, right-of-way, encumbrance, claim or charge of any kind or nature whatsoever.

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

“ ERISA Affiliate ” means any Person (whether incorporated or unincorporated), that together with Seller would be deemed a “single employer” within the meaning of Section 414 of the Code.

“ ERISA Affiliate Plan ” means each “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and each “multiemployer plan” within the meaning of Section 3(37) of ERISA sponsored or maintained or required to be sponsored or maintained at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions at any time.

“ Governmental Authority ” means the government of the United States, any state or political subdivision thereof, or any foreign government, or any entity exercising executive, representative, judicial, regulatory or administrative functions of or pertaining to government.

“ Installment Payment Amount ” means the sum of Eight Million and 00/100 Dollars ($8,000,000.00), to be paid in annual installments to Seller in accordance with the terms of Section 3.3 hereof.

“ Intellectual Property ” means all United States and non-United States: (a) patents and patent applications, whether or not patents are issued on such patent applications and whether or not such patents or applications are modified, withdrawn or resubmitted; (b) registered and unregistered trade names, trade dress, trademarks, service marks and service names (and all applications for registration of the same) and all goodwill associated therewith; (c) designs and design rights, whether or not such designs or design rights are the subject of any patents or patent or other applications for registration; (d) copyrights and copyright registrations (and all applications for registration of the same) and works of authorship (whether or not copyrighted or copyrightable); (e) trade secrets, know-how, formulae, patterns,

compilations, devices, methods, techniques or processes, and confidential or proprietary information; (f) inventions, processes and designs (whether or not patentable or reduced to practice); (g) any software owned by or licensed to Seller; (h) domain names or uniform resource locators used in connection with any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof, and including all goodwill associated therewith, all applications, registrations and renewals in connection therewith, and all source code, object code, data and documentation relating thereto; and (i) all other intellectual property rights and assets.

“ Law ” means any federal, state, local or other law, statute, ordinance, regulation, rule, order, judgment, consent decree, permit, settlement agreement, judicial or administrative decision or injunction applicable to or binding on Buyer, Seller, the Business, or any of the Acquired Assets.

“ Losses ” means all liabilities, equitable remedies, losses, costs, fines, damages of any nature, judgments, penalties, diminution of value, or expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation).

“ Material Adverse Effect ” means: (a) with respect to Seller any state of facts, change, event, development, effect or occurrence (when taken together with all other states of fact, changes, events, effects, developments or occurrences) that is or is reasonably expected to be materially adverse to the condition (financial or otherwise), operations, properties, assets (tangible or intangible, including Intellectual Property), or liabilities (accrued, contingent or otherwise) of Seller, the Business or the Acquired Assets, taken as a whole, including, but not limited to, the ability to use, own, market, sell or commercialize any existing patents, patents resulting from existing patent applications, or other Intellectual Property of Seller; and (b) with respect to a Person, any state of facts, change, event or occurrence that shall have occurred or been threatened that (when taken together with all other states of facts, changes, events, effects or occurrences that have occurred or been threatened) is or would be reasonably likely to prevent or materially delay performance of such Person to this Agreement or the transactions contemplated hereby.

“ McFadden ” means David H. McFadden, a Stockholder and individual resident of the State of Massachusetts.

“ Permitted Encumbrances ” means: (a) liens for taxes not yet due and payable; (b) statutory liens of landlords; (c) liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent; and (d) the security interests or other encumbrances described on Schedule 1.1(a) .

“ Person ” means any individual, corporation, partnership, limited liability company, association, trust, Governmental Authority or other legal entity or organization.

“ Pro Rata Share ” means, for a Stockholder, the fraction, expressed as a percentage, the numerator of which is the number of shares of common stock of Seller owned by that Stockholder as of the time of Closing, and the denominator of which is the total number of shares of common stock of Seller outstanding as of the time of Closing, which is set forth on Schedule 4.3(a) ; provided , that for purposes of determining a Stockholder’s Pro Rata Share, all holders of preferred stock of Seller shall be treated as having converted all such shares into shares of common stock immediately prior to the time of Closing, and the Pro Rata Share of Southern California Gas Company shall be fourteen and one quarter percent (14.25%).

“ Purchase Price ” means the sum of the Closing Cash Amount, the Acquisition Share Amount, the Restrictive Covenant Amount and the Installment Payment Amount.

“ Restrictive Covenant Amount ” means the sum of Six Million and 00/100 Dollars ($6,000,000.00), to be paid in installments to McFadden and Bolton pursuant to the terms hereof and of the Restrictive Covenant Agreements to be entered into by Messrs. McFadden and Bolton.

“ Seller Benefit Plan ” means with respect to Seller each written or verbal plan, fund, program, Contract or scheme, in each case, that is currently or in the past was, sponsored or maintained or required to be sponsored or maintained by Seller or to which Seller makes or has in the past made, or has or has had in the past an obligation to make, contributions providing for employee benefits or for the remuneration, direct or indirect, of the employees, former employees, officers, contingent workers or leased employees of Seller or the dependents of any of them, including each written or verbal deferred compensation, bonus, incentive compensation, pension, retirement, stock purchase, stock option and other equity compensation plan, “welfare plan” (within the meaning of Section 3(1) of ERISA, determined without regard to whether such plan is subject to ERISA); each “pension plan” (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA); each severance plan or Contract; and each health, vacation, summer hours, supplemental unemployment benefit, hospitalization insurance, medical, dental, legal program, agreement or arrangement.

“ Share Determination Price ” means Sixteen and 44/100 Dollars   ($16.44) (such amount being equal to the average of the per share closing price for Buyer’s common stock as quoted on NASDAQ (or such other exchange or automated quotation system on which Buyer’s common stock may at the time be listed or quoted, as applicable) for the 60-day period prior to the Closing Date).

“ Taxes ” means all federal, state, local or foreign income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, premium, recording, documentary, documentary stamps, real estate transfer, transfer, back-up withholding or similar taxes imposed on the income, properties or operations of Seller, together with any interest, additions, or penalties with respect thereto and with respect to any information reporting requirements imposed by the Code or any similar provision of foreign, state or local law, together with any interest in respect of such additions or penalties.

“ Tax Return ” means all reports and returns with respect to Taxes that are required to be filed with any taxing authority or retained by Seller, including without limitation consolidated federal income tax returns of Seller that are includible therein.

“ Transaction Documents ” means this Agreement and the other written agreements, documents, instruments, and certificates executed pursuant to or in connection with this Agreement, all as amended, modified, or supplemented from time to time.

1.2          Other Definitions . In addition to the terms defined in Section 1.1 , certain other terms are defined elsewhere in this Agreement, and, whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires.

1.3          Captions . Captions to Articles, Sections (and subsections thereof), and Schedules and Exhibits to, this Agreement are included for convenience of reference only, and such captions shall not constitute a part of this Agreement for any other purpose or in any way affect the meaning or construction of any provision of this Agreement.

2.1          Acquired Assets . Subject to the terms and conditions set forth in this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby accepts, purchases, acquires and takes assignment and delivery of, free and clear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest in, to and under all of the assets of Seller used, or held for use, in the Business, wherever located, and whether or not reflected on the books of Seller, excepting only the Excluded Assets (collectively, the “ Acquired Assets ”), including, without limitation, all of Seller’s right, title and interest in and to the following:

2.2          Excluded Assets . The following assets of Seller and/or the Stockholders (collectively, the “ Excluded   Assets ”) are being retained by Seller and/or the Stockholders, and are not being sold or assigned, and will not be deemed to have been sold or assigned, to Buyer hereunder:

2.3          Assumed Liabilities . Buyer hereby assumes and agrees to pay, perform, fulfill and discharge, from and after the Closing Date (all of the following collectively being referred to as the “ Assumed Liabilities ”):

2.4          No Other Liabilities Assumed . Notwithstanding anything in this Agreement to the contrary, other than as specifically set forth in Section 2.3 , neither Buyer nor any of its Affiliates shall assume, and in no event shall be deemed to have assumed, any debt, claim, obligation or other liability of Seller, any Stockholder, or any of their respective Affiliates whatsoever (all such debts, claims, obligations and other liabilities that are not expressly assumed by Buyer or its Affiliates hereunder are collectively referred to herein as the “ Retained Liabilities ”), and Seller and Stockholders shall remain solely responsible for the payment, performance and discharge of their respective Retained Liabilities. Notwithstanding any other provision of this Agreement, the respective obligations of Seller and Stockholders pursuant to this Section 2.4 shall survive the Closing and the transactions contemplated by this Agreement.

2.5          Waiver of Bulk Sales Compliance . Buyer and Seller hereby waive compliance with the bulk sales laws of any applicable jurisdiction, and Seller hereby agrees to indemnify and hold harmless Buyer from and against any claims arising out of or due to the failure to comply with such bulk sales laws.

3.1          Closing . The closing of the transactions contemplated hereunder (the “ Closing ”) shall be deemed to have taken place at the offices of Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309, on the Closing Date. The parties hereto agree that for purposes of this Agreement, the Closing shall be deemed to have occurred at 9:00 a.m. on the Closing Date. The parties may, in accordance with Section 10.8 hereof, exchange signatures to all Transaction Documents necessary to effectuate the Closing by facsimile, and need not be present in person in order to effectuate the Closing.

3.2          Actions at Closing . (a) Concurrently with the execution hereof, Buyer shall:

3.3          Installment Payments . (a) Subject to forfeiture pursuant to the terms of Section 3.3(c) , and subject to offset pursuant to the terms of Schedule 3.3(a) , Section 9.2(f) , Section 9.6 and Schedule 9.6   hereof, the Installment Payment Amount shall be paid to Seller in three annual installments following the Closing Date (each such installment being referred to herein as an “ Installment Payment ”), with the first Installment Payment of Two Million Six Hundred Sixty-Seven Thousand Five Hundred and 00/100 Dollars ($2,667,500.00) being due and payable on the first anniversary of the Closing Date; the second Installment Payment of Two Million Six Hundred Sixty-Seven Thousand Five Hundred and 00/100 Dollars ($2,667,500.00) being due and payable on the second anniversary of the Closing Date; and the third and final Installment Payment of Two Million Six Hundred Sixty-Five Thousand and 00/100 Dollars ($2,665,000.00) being due and payable on the third anniversary of the Closing Date. Each such Installment Payment due to Seller under this Section 3.3(a) shall be made thirty-eight percent (38%) in cash and sixty-two percent (62%) in shares of common stock, $.01 par value per share, of Buyer (the per share value of such common stock to be equal to the average of the closing price of such common stock as quoted on NASDAQ (or such other exchange or automated quotation system on which Buyer’s common stock may at the time be listed or quoted, as applicable) for the sixty (60) day period preceding the due date of such Installment Payment). The shares of Buyer’s common stock included in such Installment Payments are referred to herein as the “ Installment Shares ”.

(b)          Seller and the Stockholders acknowledge that, in addition to the conditions specified in this Section 3.3 , Seller and each Stockholder may, as a condition to the receipt of any portion of any Installment Payment to be made in common stock of Buyer, be required by Buyer to re-make to Buyer those representations and warranties set forth in Section 4.26 and Section 5.1 hereof, respectively, as of the date such portion of such Installment Payment becomes due and payable to Seller and the Stockholders.

(c)          Seller and the Stockholders acknowledge that the Services Agreements to be entered into by each of McFadden and Bolton in connection with the Closing (as described in Section 8.2(b) hereof) provide that McFadden and Bolton are required to deliver certain patent applications for utility patents for process, machine, manufacture or composition of matter on technologies within the business of Buyer in one or more of the general technology areas set forth therein (all as described in further detail on Exhibit A to each such Services Agreement). Seller and the Stockholders hereby agree that any then-unpaid Installment Payments shall be irrevocably forfeited by Seller (and the Stockholders) if: (i) any or all of such patent applications are not delivered by either or both of McFadden and Bolton; or (ii) prior to the earlier of the eighteen (18) month anniversary of the Closing Date or the date of completion of delivery of all such patent applications, both of the Services Agreements are terminated by Buyer for material breaches of Section 9 or breach of Section 10 thereof by McFadden and Bolton. Seller (and the Stockholders) shall have no further right to demand or receive any Installment Payment forfeited in accordance with the preceding sentence.

3.4          Method of Cash Payments . The cash payments being made from one party to another under this Agreement are being made by wire transfer of immediately available federal funds in United States dollars to an account previously designated in writing by the party to receive such payment.

3.5         Allocation of Purchase Price . The Purchase Price is being allocated among the Acquired Assets by the parties as set forth on Schedule 3.5 . Such allocation is intended to comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. Seller and Buyer shall file Form 8594 with their respective Tax Returns consistently with such allocation. The parties shall treat and report the transaction contemplated by this Agreement in all respects consistently for purposes of any Federal, state or local Tax, including, without limitation, the calculation of gain, loss and basis with reference to the Purchase Price allocation made pursuant to this Section 3.5 . The parties shall not take any action or position inconsistent with the obligations set forth in this Agreement.

3.6          Repurchase of Series A Preferred Stock . The parties acknowledge that, concurrently with the Closing, Southern California Gas Company shall sell, convey and transfer to Seller, and Seller shall purchase and acquire from Southern California Gas Company, all of Southern California Gas Company’s right, title and interest in 2,717,391 shares of Series A Preferred Stock of Seller (the “ Series A Preferred Stock ”), in exchange for a cash payment equal to One Million Seven Hundred Eighteen Thousand Seven Hundred Fifty and 00/100 Dollars ($1,718,750). Seller hereby irrevocably instructs Buyer to pay directly to Southern California Gas Company in cash at the Closing $1,718,750 of Seller’s Closing Cash Amount pursuant to Section 3.2(a)(i) , in the manner described in Section 3.4 .

Seller hereby makes the following representations and warranties to Buyer:

4.1          Due Organization . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to own and/or lease all of its properties and assets, and to carry on the Business as now being conducted. Seller is duly qualified to do business and is in good standing in the jurisdictions described on Schedule 4.1 , which constitute all of the jurisdictions in which the ownership of its property or the conduct of the Business requires such qualification. True, correct and complete copies of the certificate of incorporation and all governing or constitutive documents or agreements of Seller, as currently in effect (the “ Seller Organizational Documents ”), have been delivered to Buyer.

4.2          Power, Authority and Authorization . (a) Seller has the full power, legal capacity, and authority to execute and deliver each of the Transaction Documents to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereunder. The Transaction Documents to which it is a party constitute the legal, valid, and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other similar Laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

(b)          On or prior to the date hereof, all requisite action was taken by Seller to authorize and approve the execution of and entry into this Agreement, the execution and delivery by Seller of the other Transaction Documents to which it is a party, and the performance by Seller of its duties and   obligations hereunder and thereunder, and of all other acts necessary or appropriate for the consummation of the Acquisition and the other transactions contemplated by this Agreement or the other Transaction Documents.

4.3          Capitalization; Subsidiaries . (a)  Schedule 4.3(a) sets forth (i) the record and beneficial ownership of all of the issued and outstanding shares of Seller Stock, (ii) a list of all options, warrants or other rights to purchase Seller Stock, and (iii) a list of all securities convertible into or exchangeable for Seller Stock.

(b)          Seller does not own any shares, equity or debt securities or other proprietary or ownership interest, directly or indirectly, in any other Person, nor does Seller have any Contract to acquire any such shares, securities or proprietary or ownership interest.

(c)          Except as set forth on Schedule 4.3(a) , there are no outstanding:

4.4          Inconsistent Obligations . Subject to receipt of the consents and approvals described in Section 4.5 , the execution and delivery by Seller of the Agreement, the execution and delivery by Seller of the other Transaction Documents to which it is a party, the consummation by Seller of the transactions contemplated by the Transaction Documents to which it is a party, and the performance by Seller of the covenants and agreements set forth in the Transaction Documents to which it is a party do not, and will not, with or without the giving of notice or the lapse of time, or both: (a) require the consent, waiver, approval, license or other authorization of any Person; (b) violate or conflict with any applicable Law, which violation or conflict could reasonably be expected to have a Material Adverse Effect; (c) breach or constitute a default under any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound, which breach or default could reasonably be expected to have a Material Adverse Effect; (d) result in the creation or imposition of, or afford any Person the right to obtain, any Encumbrance upon any of the Acquired Assets; or (e) contravene, conflict with or result in a violation of the Seller Organizational Documents or any resolution adopted by Seller.

4.5          Required Consents . Schedule 4.5 lists: (a) each registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver required pursuant to any applicable Law to be obtained by Seller in connection with the execution and delivery of any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents; and (b) each Contract with respect to which a consent of or waiver by any other party thereto must be obtained by virtue of the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents to avoid the invalidity of such Contract, the termination thereof (or the giving rise to any right to terminate by another party), a breach or default thereunder (whether with notice, passage of time or both), or any other change or modification to the terms thereof.

4.6          Financial Statements . Seller has previously delivered to Buyer true and correct copies of (a) the balance sheets, and statements of earnings, stockholders’ equity and cash flows of Seller as at and for the fiscal years ended November 30, 2004 and 2003, and (b) the interim balance sheet, and statements of earnings, stockholders’ equity and cash flows of Seller for the five (5) months ended April 30, 2005 (collectively, the “ Financial Statements ”). Except as provided on Schedule 4.6 , the Financial Statements present fairly the financial position and the results of operations and cash flows of Seller as of the dates, or for the periods, presented therein and have been prepared on a consistent basis during the periods involved, except as otherwise noted therein.

4.7          Books and Records . Except as set forth on Schedule 4.7 : (a) the books of account and other financial records of Seller have been maintained in accordance with commercially reasonable business practices, consistently applied, and fairly and accurately provide the basis for the financial position and results of operation set forth in the Financial Statements; (b) the minute books and stock transfer records of Seller contain accurate and complete records in all material respects of all meetings held of, and action taken by, Seller, its stockholders, the directors, committees of the directors or other governing bodies of Seller, respectively; and (c) all of the books of account, financial records, minute books and stock transfer records of Seller are in possession of Seller, and true, correct and complete copies of such materials have been provided to or made available to Buyer and its representatives.

4.8          No Undisclosed Liabilities . Except as set forth on Schedule 4.8 , as of the date hereof, Seller does not have any liability or financial obligation, whether accrued, absolute, contingent or otherwise, that was not fully reflected or reserved against in the Financial Statements or disclosed in the accompanying notes thereto, except for liabilities incurred in the ordinary course of business since April 30, 2005, and liabilities incurred in connection with this Agreement and the transactions contemplated hereunder.

4.9          Taxes . Except as set forth on Schedule 4.9 , all material Taxes of Seller have been timely paid in full if due, and if not due will be timely paid when due. Seller has duly and timely filed all Tax Returns required to be filed by it and has paid all Taxes disclosed on such returns when due. Each such Tax Return is true and complete in all material respects, and Seller does not have and will not have any additional material liability with respect to such Tax Returns that would create or impose an Encumbrance on any Acquired Asset. Except as set forth on Schedule 4.9 , all Taxes that Seller is required by Law to withhold or collect, including sales and use taxes and amounts required to be withheld for Taxes of employees, have been duly withheld or collected and, to the extent required, have been paid over to the proper Governmental Authorities. No material Tax Return of Seller is under audit or examination, and to the knowledge of Seller, no written notice of such an audit or examination has been received by Seller.

4.10        No Adverse Change . Except as set forth on Schedule 4.10 , since November 30, 2004, except as set forth in the Financial Statements, the Business of Seller has been conducted in the ordinary and usual course, consistent with past practice and there has not been any event, occurrence, development or state of circumstances or facts which has had or could reasonably be expected to have any Material Adverse Effect.

4.11        Compliance with Laws . Except as set forth on Schedule 4.11 : (a) to Seller’s knowledge, Seller is in compliance with all applicable Laws material to it; (b) Seller has obtained and maintained all Permits necessary for the conduct of its Business, except for those Permits with respect to which the failure of Seller to obtain or maintain could not reasonably be expected to have a Material Adverse Effect; and (c) Seller has not received written notification by any Governmental Authority (other than notifications which have lapsed, been withdrawn or abandoned) (i) asserting a violation or possible violation of any Law, (ii) threatening to revoke any permit, license, registration, or other government authorization, or (iii) restricting or in any way limiting its operations of the Business. Seller is not subject to any regulatory or supervisory cease and desist order, agreement, directive, memorandum of understanding or commitment, and has not received any written communication requesting that it enter into any of the foregoing.

4.12        Litigation . (a) Except as set forth in Schedule 4.12 :

relating to or involving Seller, the Business or the Acquired Assets, or against any officer, director, stockholder or employee of Seller in their capacity as such;

(b)          To the knowledge of Seller, no fact or condition relating to Seller exists that would give rise to or constitute the basis for any action, suit, claim, arbitration proceeding or investigation described above or that would prevent or significantly hinder Seller from obtaining all of the material federal and state regulatory approvals contemplated herein. There are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency, or by arbitration, pursuant to a grievance or other procedure) against or relating to Seller before any Governmental Authority. Seller is not subject to any judgment, decree, injunction, rule or order of any court or arbitration panel.

4.13        Permits . Seller holds the Permits described on Schedule 4.13 (each of which is in full force and effect except where such non-compliance could not reasonably be expected to have a Material Adverse Effect), and no other Permits are currently necessary for the lawful operation of the Business by Seller or its ownership of the Acquired Assets. Seller has not received notice of termination, revocation or modification of any Permit, and is not delinquent in the payment of any Taxes or fees with respect to   its Permits. Seller has provided true, correct and complete copies of each Permit to Buyer.

4.14        Title to and Condition of Assets . Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good and marketable title to, or a valid license interest in, all of the Acquired Assets (real, personal and fixed, tangible and intangible), free and clear of any and all Encumbrances, other than Permitted Encumbrances and those Encumbrances that will be satisfied at Closing. Such items of personal property are operational and in reasonable repair and are adequate for the uses to which they are put, and no properties or assets necessary for the conduct of the Business in substantially the same manner as the Business has heretofore been conducted are in need of replacement or material maintenance or repair, except for routine replacement, maintenance and repair, and no such routine replacement, maintenance and repair has been deferred within the past twelve (12) months.

4.15        Secured Liabilities . Seller has no Contracts relating to any direct or indirect indebtedness for borrowed money of Seller (including debentures, notes, indentures, guarantees, capitalized leases or other instruments), or any Contract pursuant to which Seller’s obligations thereunder are secured in whole or in part by any of the Acquired Assets.

4.16        Material Contracts . (a)  Schedule 4.16(a) hereto sets forth a complete list of the following Contracts relating to the Business and to which Seller is a party, other than the Transaction Documents (collectively, the “ Material Contracts ”), true, correct and complete copies of which have been provided or made available to Buyer:

(b)          Except as set forth on Schedule 4.16(b) hereto, and in the case of subparagraphs (ii), (iii) and (iv), in the Financial Statements:

similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and subject to the rights of other parties thereto to terminate, will continue to be valid, binding, enforceable and in full force and effect on substantially identical terms following consummation of the transactions contemplated hereby;

(c)          Without limiting the generality of the foregoing, Seller has provided to Buyer true, correct and complete copies of the Duke Agreements (including all amendments thereto) along with copies of all material non-confidential correspondence and other non-confidential materials related thereto. Other than the Duke Agreements and such other correspondence and materials, there are no other material agreements, understandings or obligations between Seller and Duke, whether orally or in writing.

4.17          Intellectual Property . (a)  Schedule 4.17(a) sets forth a complete list of all Intellectual Property which is owned, used or held for use by Seller, all registered portions of which are valid and enforceable and in full force and effect as of the Closing Date, and all portions that are in process of registration are validly pending with an appropriate Governmental Authority. Seller owns, or has the valid and exclusive right to use and to transfer, in each case free and clear of all Encumbrances, other than Permitted Encumbrances and licenses granted by Seller which are listed on Schedule 4.17(c) , all Intellectual Property used or held for use in the Business. With respect to any federal, state or foreign registrations of the Intellectual Property, Schedule 4.17(a)   also sets forth, as to each such item of the Intellectual Property, the (i) relevant application or registration number, (ii) relevant filing, registration, issue or application date, (iii) record owner, (iv) country, (v) title or description and (vi) current status and remaining life thereof. Prior to the date hereof, Seller has delivered to Buyer true, complete and correct copies of all trademark registrations, trademark applications, patents, patent applications, copyright registrations and copyright applications evidencing or relating to Seller’s Intellectual Property.

(b)          Except as set forth on Schedule 4.17(b) , there has not been, and is neither pending nor, to the knowledge of Seller, threatened, any suit, action, claim, allegation, arbitration, grievance, litigation, administrative or legal or other proceeding, or investigation, against Seller, its licensors or any Stockholder, director, officer or employee of Seller, contesting the validity of, or Seller’s right to use, any of the Intellectual Property. Except as set forth on Schedule 4.17(b) , Seller is not aware of any material information that would, or that another Person has asserted that would, cause any of the Intellectual Property identified on Schedule 4.17(a) to be invalid or unenforceable. The consummation of

the transactions contemplated hereby, in and of itself, will not result in any loss or impairment of or to any Intellectual Property of Seller.

(c)          Seller is not party to, whether as licensor or licensee, and is not bound by or subject to, any license agreement for any Intellectual Property or process, except as described on Schedule 4.17(c) . With respect to all licenses identified on Schedule 4.17(c) under which Seller is the licensor, no claim, request or demand for indemnity for infringement has been made by any licensee. Except as set forth on Schedule 4.17(c) , Seller is not aware of any breach or anticipated breach of any license identified on Schedule 4.17(c) , nor has it received notice of termination of any such license. Seller has provided or made available to Buyer true, correct and complete copies of each license agreement listed on Schedule 4.17(c) .

(d)          All maintenance fees, annuities, affidavits and renewals due from Seller or required to be paid by Seller through the Closing Date to avoid loss of any rights in or with respect to the Intellectual Property identified on Schedule 4.17(a) have been or will have been paid or filed on or prior to the Closing Date.

(e)          Each of Seller’s directors, officers, employees, consultants, agents and independent contractors, and any other Persons who were at any time otherwise engaged or utilized by or on behalf Seller in any way connection with the invention, development, registration of any Intellectual property owned, used, or held for use by Seller, have previously assigned to Seller, or are contractually obligated to disclose and assign to Seller, all rights in and to the Intellectual Property which is owned, used or held for use by Seller, or is otherwise used or held for use in Seller’s Business. Schedule 4.17(e) sets forth a list of each Contract of Seller pursuant to which any of Seller’s directors, officers, employees, consultants, agents and independent contractors are contractually obligated to disclose and assign to Seller all rights with respect to their work for Seller, and/or to cooperate with Seller in obtaining and perfecting ownership of patents, copyrights and other statutory or related rights with respect to such work (any such contract being referred to herein as a “ Work-for-Hire Agreement ”). Seller has provided or made available true, correct and complete copies of any such agreement to Buyer. Schedule 4.17(e) also sets forth a list of each of Seller’s directors, officers, employees, consultants and independent contractors who provided material assistance to Seller in connection with, or who otherwise may have a claim to ownership of, any of Seller’s patents, copyrights or other related rights, and who are not party to a Work-for-Hire Agreement with Seller.

(f)          Seller has diligently searched for prior art relevant to the patentability of any patents or patent applications included in the Intellectual Property owned, used or held for use by Seller in the Business, and Seller has located no prior art that (i) would adversely impact the scope of any claim of such patents or (ii) Seller believes would adversely impact the scope of any claim of such patent applications in the form pending as of the Closing Date. Except as set forth on Schedule 4.17(f) , the conduct of Seller’s Business as currently conducted does not infringe upon (either directly or indirectly such as through contributory infringement or inducement to infringe), misappropriate or otherwise violate any Intellectual Property owned and controlled by any third party.

(g)          Except as set forth on Schedule 4.17(g) : (i) to the knowledge of Seller, no third party is misappropriating, infringing, diluting, or violating any Intellectual Property owned by or licensed to or by Seller; (ii) no such claims have been made against a third party by Seller or, to the knowledge of Seller, the licensor of any Intellectual Property licensed to Seller, and (iii) no such claims have been made against Seller by any licensee with respect to any Intellectual Property licensed by Seller as licensor.

4.18        Real Property . Except as set forth on Schedule 4.18 , Seller does not currently own, lease or use, and has not in the past owned, leased or used, any real property, and no real property is necessary for the conduct of the Business as currently conducted.

4.19        Employees, Contractors and Consultants . Seller has had two employees since the date of its organization, which employees are Bolton and McFadden. Such employees are employees at-will, terminable on one-month’s notice or less wit