ASSET PURCHASE AGREEMENT

1.1

Purchase and Sale of Assets . At the Closing Date (as defined below), and upon the terms and conditions of this Agreement, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any mortgage, lien, pledge, option, security interest, claim, charge, financing statement or other encumbrance of any kind whatsoever, whether or not of record (collectively, the “ Encumbrances ”), all right, title and interest in and to all of the Seller’s assets, wherever located, that are used or held for use in the design, development, manufacture, marketing or sale of the Steorra Product, other than the Excluded Assets (as defined below), whether or not appearing on the books and records of Seller or the Exhibits hereto (collectively, the “ Purchased Assets ”), including without limitation those described below:

(a)

All equipment (excluding office equipment as set forth in Section 1.2), machinery, spare parts, tooling, supplies, rolling stock and other personal property that is used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including without limitation those described on Exhibit 1.1 (collectively, the “ Equipment ”);

(b)

All leases and subleases for equipment, if any, (excluding office equipment as set forth in Section 1.2), machinery, spare parts, tooling, supplies, rolling stock and other personal property that is used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including without limitation those described on Exhibit 1.1 (“ Personal Property Leases ”);

(c)

All items of finished goods, work in process, raw and packaging materials, subassemblies and spare and replacement parts that are used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including inventory in transit or in storage, rights in inventory on consignment or memorandum, subject to the rights of consignor, and including without limitation the inventory described on Exhibit 1.1 (the “ Inventory ”);

(d)

All patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, trade names, the names “Steorra” and “RTea,” service marks, service mark applications, copyrights, computer programs, computer software object codes and source codes and other computer software, inventions, know-how, trade secrets, technology, engineering, electronics and other technical information, manufacturing and other proprietary processes, trade dress, designs, formulae and any other proprietary information whether owned by Seller or licensed to Seller by third parties and used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including without limitation those described on Exhibit 1.1 , all documentation and goodwill associated therewith and related thereto and all rights to sue for past infringements (collectively, the “ Intellectual Property Rights ”);

(e)

All business and technical information and related books, records and documentation that is used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including without limitation files (including without limitation CAD files), computer discs and tapes, laboratory notebooks, operating manuals, instructions for use, clinical data, invoices, credit and sales records, customer lists, customer prospect lists, supplier and vendor lists (including cost information), business plans and other plans, designs and specifications, all records and documentation related to regulatory submissions, approvals, process and procedures, accounting books and records, marketing and sales literature, training materials, current price lists and discounts, promotional signs and literature, device history records, bills of manufacturing and manufacturing, inspection and quality control records and procedures;

(f)

All licenses, permits, authorizations and marketing approvals issued to Seller and used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including those issued by the United States Food and Drug Administration (the “ FDA ”), and without limitation those described on Exhibit 1.1 ;

(g)

All oral and written contracts, agreements, leases and orders for the purchase or sale of Steorra Products or related services, including without limitation those described on Exhibit 1.1 (collectively, the “ Contracts ”);

(h)

All rights due the Seller under all warranties, representations and guarantees made by suppliers, manufacturers and contractors that are used in or related to the design, development, manufacture, marketing or sale of the Steorra Product; and

(i)

All other assets owned or leased by the Seller that are used in or related to the design, development, manufacture, marketing or sale of the Steorra Product.

1.2

Excluded Assets . Notwithstanding the provisions of Section 1.1, the following assets are excluded from the Purchased Assets and are collectively referred to as the “ Excluded Assets ”:

(a)

Cash, money and deposits with financial institutions and other certificates of deposit, commercial paper, notes, evidences of indebtedness, stock, bonds and other investments.

(b)

Accounts and notes receivable, deposits, advances, prepaid expenses, manufacturer and supplier rebates and all other receivables.

(c)

Furniture, furnishing, fixtures, office equipment and any other personal items that are not used in or related to the design, development, manufacture, marketing or sale of the Steorra Product.

(d)

Any books, records, financial information, accounts and files that are not used in or related to the design, development, manufacture, marketing or sale of the Steorra Product.

1.3

No Assumption of Liabilities . The Buyer is not assuming (and nothing in this Agreement shall be construed as causing or requiring the Buyer to assume), and will not be liable for, any debts, liabilities, payables, commitments, and/or obligations of any kind or nature whatsoever of the Seller, whether absolute or contingent, liquidated or unliquidated, secured or unsecured, and whether or not accrued, matured, known or suspected, or related to or arising from the Purchased Assets (all of such liabilities, the “ Retained Liabilities ”) and whether existing on or arising after the Closing Date or, regardless of when asserted, related to periods prior to the Closing Date. Retained Liabilities of the Seller shall include without limitation all severance and other deferred wages and other compensation obligations to the Seller’s employees, along with any associated local, state, or federal taxes, and shall include any liability arising out of or related to any pollution or threat to human health or the environment or any violation of any Environmental and Occupational Safety and Health Law (as defined below) that is related in any way to the Seller, the Steorra Product or any previous owner’s use of any of the foregoing, and which occurred, existed or related to conditions or circumstances existing prior to the Closing, regardless of whether those matters are described in the Disclosure Schedule (as defined below). The Seller shall remain fully and solely liable with respect to all of the Retained Liabilities and will timely and fully discharge all Retained Liabilities after the Closing Date, including, without limitation, all warranty claims relating to Steorra Products purchased from, or services performed by, the Seller on or before the Closing Date, unless otherwise provided in this Agreement.

1.4

Instruments of Transfer to Buyer . At the Closing, Seller will deliver to Buyer such bills of sale, endorsements, assignments (together with any necessary consents), and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, which shall be effective to vest in Buyer valid, legal, good and marketable title in and to the Purchased Assets, including, without limitation, those deliveries set forth in Section 8.1 below. At any time after the Closing, at the request of the Buyer and without further consideration, the Seller will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby and to vest in the Buyer good and marketable title to all of the Purchased Assets, to put the Buyer in actual possession and operating control thereof and to assist the Buyer in exercising all rights with respect thereto, without further cost or expense to the Buyer.

2.1

Purchase Price . In consideration of the purchase of the Purchased Assets and Seller’s covenants and agreements set forth in this Agreement, Buyer agrees (1) to pay Seller an aggregate amount of cash equal to $300,000; provided, however, that if Buyer agrees to provide any financial assistance to Seller prior to the Closing Date the amount of such financial assistance shall be deducted on a dollar-for-dollar basis from the $300,000 and the difference shall be paid at Closing (the “ Cash Consideration ”), and (2) to issue to Seller 425,000 shares of Buyer’s voting common stock (the “Buyer Common Stock”), with respect to which Buyer will file a registration statement in accordance with Section 5.16 below (the “ Share Consideration ”), subject to the provisions set forth in this Agreement. The Cash Consideration and the Share Consideration shall be collectively referred to in this Agreement as the “ Purchase Price .”

2.2

Payment of Purchase Price . The Purchase Price shall be paid/issued to Seller as follows. On the Closing Date, Buyer shall (1) pay to Seller the balance of the Cash Consideration and (2) issue to Seller ninety-five percent (95%) of the Share Consideration (or 403,750 shares of Buyer Common Stock). The remaining five percent (5%) of the Share Consideration (or 21,250 shares of Buyer Common Stock) (the “ Holdback Shares ”) shall be issued to the Seller immediately following the completion of the physical transfer of all of the Purchased Assets from the Seller to the Buyer pursuant to this Section 2.2; provided, however, that (a) if all of the Purchased Assets are physically transferred to the Buyer on or prior to the Closing Date, then the Holdback Shares shall be issued to the Seller on the Closing Date; and (b) in the event all of the Purchased Assets are not physically transferred to the Buyer on or prior to the Closing Date and within 45 days following the Closing Date, then Buyer shall have no obligation to issue, and the Seller shall have no right to receive, the Holdback Shares and such Holdback Shares shall be forfeited by the Seller. For purposes of this Section 2.2, the physical transfer of the Purchased Assets from the Seller to the Buyer shall be deemed completed after (1) the Seller has packaged and prepared for shipment to the Buyer all of the Purchased Assets set forth on Exhibit 1.1 attached hereto, (2) the Buyer has witnessed, at the Seller’s premises, the packaging of each of the Purchased Assets set forth on Exhibit 1.1 attached hereto for shipment to the Buyer, (3) to the extent that any items listed on Exhibit 2.2 attached hereto require the Seller to transfer knowledge and know-how relating to the Intellectual Property Rights, the Seller has responded to each such items in all material respects to the best of its knowledge and ability, and, to the extent any items listed on Exhibit 2.2 attached hereto are capable of being physically performed by the Seller, the Seller shall have completed such items to the satisfaction of the Buyer, (4) the Buyer has completed the preparation of a check-off document which acknowledges that it has witnessed the Seller package each of the Purchased Assets set forth on Exhibit 1.1 for shipment to Buyer and it is satisfied that the Seller has accomplished or adequately responded to each of the items listed on Exhibit 2.2 (such check-off document shall be referred to herein as the “ Close Out Document ”) and (5) the Buyer confirms that all of the Purchased Assets on Exhibit 1.1 have been physically received by the Buyer at its premises.

2.3

Closing Date . Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Section 10, a closing (the “ Closing ”) shall take place on or before May 28, 2004 to consummate the transactions contemplated by this Agreement (the “ Transaction ”); provided, however, that if any of the conditions provided for in Sections 6 and 7 hereof have not been satisfied or waived by such date, then the Closing shall be postponed until such conditions have been satisfied or waived, but in no event shall the Closing occur later than June 30, 2004 (the “ Termination Date ”) unless the parties hereto agree in writing to extend the date of such Closing. The Closing will be held at 11:00 a.m. (Milwaukee time) at the offices of the Seller located at 165 Bishops Way, Suite 152, Brookfield, WI 53005 or at such other place or time as the parties shall mutually agree, at which time and place the documents and instruments necessary or appropriate to effect the Transaction will be exchanged by the parties. The actual date of Closing is referred to herein as the “ !Closing Date ”.

3.1

Disclosure Schedule . The disclosure schedule marked as Exhibit 3 hereto (the “ Disclosure Schedule ”) is divided into sections which correspond to the subsections of this Section 3. The Disclosure Schedule is accurate and complete and the disclosures in any subsection thereof shall not constitute disclosure for purposes of any other subsection and in any other section or subsection of this Agreement. If any item on the Disclosure Schedule pertains to more than one representation or warranty, reference or cross-reference to each of such other representations or warranties must be made on the Disclosure Schedule, unless it is reasonably apparent that such disclosure pertains to more than one representation or warranty. Nothing in the Disclosure Schedule will be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail.

3.2

Organization and Standing . The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin, (ii) has all requisite power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets used in the conduct of its business, and (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except for jurisdictions in which the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Seller. A “ Material Adverse Effect ” with respect to Seller shall mean an individual or cumulative material adverse change in, or effect on, the business, customers, or customer relations, operations, properties, condition (financial or otherwise), assets, prospects or liabilities of Seller or is reasonably expected to be materially adverse to the business, customers or customer relations, operations, properties, condition (financial or otherwise), assets, prospects or liabilities of Seller, or an individual or cumulative material adverse change or effect that would prevent Seller from consummating the Transaction. Section 3.2 of the Disclosure Schedule contains a list of all jurisdictions in which Seller is qualified or licensed to do business. The Seller has delivered to the Buyer complete and correct copies of its certificate of incorporation and bylaws, as presently in effect, and Buyer acknowledges receipt of the same.

3.3

Authority . Seller has full power and authority to enter into, execute, deliver and perform this Agreement and each of the agreements and instruments to be delivered pursuant hereto and to carry out the transactions contemplated herein. The board of directors and the shareholders of the Seller have taken all action required by law, its organizational documents or otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction. No other proceedings on the part of Seller or its shareholders are necessary to approve and authorize the execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the Transaction. This Agreement has been duly and validly executed by Seller. This Agreement is a valid and binding obligation of Seller, and, when executed and delivered, such other agreements and instruments to be delivered by Seller pursuant hereto will be valid and binding agreements and instruments of Seller, enforceable against it in accordance with their respective terms.

3.4

Capitalization . The authorized capital stock of Seller consists of 3,160,000 shares of common stock, $0.01 par value per share (the “ Seller Common Stock ”). As of the date hereof, and at and as of the Closing Date, 1,660,473 shares of Seller Common Stock are, and will be, issued and outstanding. Section 3.4 of the Disclosure Schedule lists the registered and beneficial owners of the Seller Common Stock (collectively, the “ Shareholders ”) and the number of shares of such stock held by such Shareholders (collectively, the “ Seller Shares ”). Except as set forth in Section 3.4 of the Disclosure Schedule all of the Shareholders are accredited investor (as defined in, and determined in accordance with, Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “ Act ”)). The Seller Shares represent all of the issued and outstanding capital stock of Seller. All of the Seller Shares are validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights. Each shareholder listed on Section 3.4 of the Disclosure Schedule owns the Seller Shares listed on the Disclosure Schedule as being owned by him, her or it, free and clear of all Encumbrances, and there are no agreements relating to any of the shareholders’ ownership of such Seller Shares. Except as set forth in Section 3.4 of the Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Seller or obligating the Seller to issue or sell any shares of capital stock of, or other equity interests in, the Seller. All securities of the Seller subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any securities of Seller or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other entity or person.

3.5

Non-Contravention . Except as set forth in Section 3.5 of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement nor the consummation of the Transaction will (i) violate any provisions of any of the Seller’s certificate of incorporation or bylaws, (ii) violate, conflict with, constitute a default under, or give rise to any right of termination of any agreement or instrument to which the Seller is a party or by which it or its assets or properties are bound or (iii) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to the Seller.

3.6

Consents and Approvals . Except as set forth in Section 3.6 of the Disclosure Schedule, no consent, approval, order or authorization of or from, or registration, notification, declaration or filing with (hereinafter sometimes separately referred to as a “ Consent ” and sometimes collectively as “ Consents ”) any individual or entity, including any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (an “ Authority ”), is required in connection with the execution, delivery or performance of this Agreement or the consummation by Seller of any of the documents being entered into by Seller related to, or arising from, the Transaction.

3.7

Undisclosed Liabilities . Except as set forth in Section 3.7 the Disclosure Schedule, the Seller does not have any liabilities, obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to individually herein as a “ Liability ” and collectively as “Liabilities”), including, without limitation, any Liability arising out of any injury to individuals or property as a result of the ownership, possession or use of the Steorra Products.

3.8

Absence of Certain Changes. Except as set forth in Section 3.8 of the Disclosure Schedule, Seller has owned and operated the Purchased Assets in the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Section 3.8 of the Disclosure Schedule: (a) Seller has not experienced any change which constitutes a Material Adverse Effect or experienced any event or failed to take any action which reasonably could be expected to result in a Material Adverse Effect; (b) Seller has not suffered (i) any loss, damage, destruction or other casualty (whether or not covered by insurance) or (ii) any loss of officers, employees, dealers, distributors, independent contractors, customers or suppliers which had or may reasonably be expected to result in a Material Adverse Effect; (c) Seller has not sold, transferred, or otherwise disposed of any of its assets or properties other than in the ordinary course of business; (d) Seller has not disposed of or permitted the lapse of any license, permit, authorization, marketing approval, patent, trademark, trade name, or copyright owned by it; and (e) Seller has not incurred any liabilities other than in the ordinary course of business.

3.9

Purchased Assets . Except as set forth in Section 3.9 of the Disclosure Schedule, Seller has good, valid and marketable right, title and interest in and to all of the Purchased Assets, free and clear of any Encumbrances, with the unrestricted right to sell, assign, transfer and convey good title to all of the Purchased Assets to Buyer in the manner contemplated herein. The Purchased Assets constitute all of the assets, both tangible and intangible, held for use or used primarily in connection with the design, development, manufacture, marketing and sale of the Steorra Product by Seller and the Purchased Assets are sufficient to enable Buyer to design, develop, manufacture, market and sell the Steorra Product. Except as set forth in Section 3.9 of the Disclosure Schedule, Seller (i) has not experienced any change which has had a Material Adverse Effect on the Purchased Assets, (ii) has not experienced any event or failed to take any action which reasonably could be expected to have a Material Adverse Effect on the Purchased Assets, or (iii) is not aware of any facts which could have a Material Adverse Effect on the Purchased Assets. Except as set forth in Section 3.9 of the Disclosure Schedule, the Purchased Assets are in good operating condition and repair (ordinary wear and tear excepted) fit for the intended purposes and no material maintenance, replacement or repair has been deferred or neglected.

3.10

Intellectual Property Rights . The Seller owns or has the unrestricted right to use all Intellectual Property Rights used in or necessary or required for the design, development, manufacture, marketing or sale of the Steorra Product. All Intellectual Property Rights are listed or described in Section 3.10 of the Disclosure Schedule. The use of all Intellectual Property Rights necessary or required for the design, development, manufacture, marketing or sale of the Steorra Product does not and will not infringe or violate any intellectual property rights of any person or entity. Except as described in Section 3.10 of the Disclosure Schedule, the Seller (i) does not own or use any Intellectual Property Rights pursuant to any written license agreement; and (ii) has not granted any person or entity any rights, pursuant to written license agreement or otherwise, to use the Intellectual Property Rights. The Seller has taken all measures to maintain the confidentiality of all of the Intellectual Property Rights the value of which is contingent, in whole or in part, upon the maintenance of the confidentiality thereof.

3.11

Inventories . The Inventory consists of finished goods, work in process, raw and packaging materials and spare and replacement parts (which are either currently used in production of products or are products currently offered for sale by Seller) all of which (i) meet Seller’s specifications and industry standards applicable to such inventories, including not having an expired shelf life, and (ii) are usable or salable in the ordinary course of Seller’s business.

3.12

Insurance . Section 3.12 of the Disclosure Schedule contains an accurate and complete list of all policies of insurance owned or held by Seller. Except as set forth in Section 3.12 of the

3.13

No Litigation or Adverse Events . No suit, action or legal, administrative, arbitration or other proceeding, or investigation by any governmental agency, pertaining to the Purchased Assets, the Contracts or the Transaction is pending or, to the knowledge of the Seller, has been threatened, nor do any facts exist which could reasonably be expected to lead to any such proceedings.

3.14

Benefit Plans . There are no facts or circumstances which could, directly or indirectly, subject the Buyer or any of its affiliates to any Liability of any nature with respect to any pension, welfare, incentive, perquisite, paid time off, severance or other benefit plan, policy, practice or agreement sponsored, maintained or contributed to by the Seller or any affiliate, to which the Seller or any affiliate is a party or with respect to which the Seller or any affiliate could have any Liability.

3.15

Environmental . Except as set forth in Section 3.15 of the Disclosure Schedule, the design, development, manufacture, marketing and sale of the Steorra Products does not involve the handling, manufacture, treatment, storage, use, generation, emission, release, discharge, refining, dumping or disposal of any Environmentally Regulated Materials (whether legal or illegal, accidental or intentional, direct or indirect). The term “ Environmentally Regulated Materials ” means any element, compound, pollutant, contaminant, substance, material or waste, or any mixture thereof, designated, listed, referenced, regulated or identified pursuant to any Environmental and Occupational Safety and Health Law. The term “ Environmental and Occupational Safety and Health Law ” means any common law or duty, caselaw or other law, that (i) regulates, creates standards for or imposes liability or standards of conduct concerning any element, compound, pollutant, contaminant, or toxic or hazardous substance, material or waste, or any mixture thereof, or relates in any way to emissions or releases into the environment or ambient environmental conditions, or conduct affecting such matters, or (ii) is designed to provide safe and healthful working conditions or reduce occupational safety and health hazards. Such laws shall include, but not be limited to, the National Environmental Policy Act, 42 U.S.C. § § 4321 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § § 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § § 1251 et seq., the Federal Clean Air Act, 42 U.S.C. § § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § § 2601 et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11011, the Hazard Communication Act, 29 U.S.C. § § 651 et seq., the Occupational Safety and Health Act, 29 U.S.C. § § 651 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136, and any caselaw interpretations, amendments or restatements thereof, or similar enactments thereto, as is now or at any time hereafter may be in effect, as well as their international, state and local counterparts.

3.16

Products and Warranties . Except as set forth in Section 3.16 of the Disclosure Schedule, each product manufactured, sold, leased, or delivered by Seller has been in conformity with all applicable contractual commitments and all express and implied warranties, and meets or exceeds the standards required by all laws now in effect and there is no pending or, to the Seller’s knowledge, threatened legislation, ordinance or regulation, which if adopted, would have a Material Adverse Effect upon the products sold by Seller. Seller has no Liability (and there is no basis for any present or any future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) for replacement or repair of any product manufactured, sold, leased or delivered by Seller or other damages in connection

3.17

Orders, Commitments and Returns . Except as set forth in Section 3.17 of the Disclosure Schedule, all accepted and unfulfilled orders for the sale of products and the performance of services entered into by Seller and all outstanding material contracts or material commitments for the purchase of supplies, materials and services were made in bona fide transactions in the ordinary course of business. Except as set forth in Section 3.17 of the Disclosure Schedule, there are no claims against Seller to return products by reason of alleged over-shipments, defective products or otherwise, or of products in the hands of customers, retailers or distributors under an understanding that such products would be returnable.

3.18

Compliance with Law; Permits . Except as set forth in Section 3.18 of the Disclosure Schedule, Seller does not require the Consent of any Authority to permit Seller to operate its business in the manner in which Seller is presently operating such business, and Seller possesses all permits, licenses and other authorizations from all Authorities necessary to permit it to operate the business in the manner in which it is presently conducted and the consummation of the Transaction will not prevent Buyer from being able to continue to use such permits and operating rights.

3.19

Taxes . Except as set forth in Section 3.19 of the Disclosure Schedule, Seller has filed (or caused to be filed) all tax reports and returns required to be filed by Seller and has paid (or caused to be paid) all taxes properly due in connection therewith, including interest and penalties. There are no liens, Encumbrances, claims or charges of any kind for taxes on any Purchased Assets. For purposes of this Section 3.19, “ tax ” will mean and include taxes,