ASSET PURCHASE AGREEMENT

Exhibit 2(a)

ASSET PURCHASE AGREEMENT

BY AND AMONG

RAVEN INDUSTRIES, INC., and
3098103 NOVA SCOTIA LIMITED
(collectively, the “Buyers”),

101066275 SASKATCHEWAN LTD.
MONTGOMERY INDUSTRIES INC.,
SHIVAK HOLDINGS LTD., and
STANISLAUS M. (“MONTY”) SHIVAK
(collectively, the “Selling Parties”).

Dated: February 17, 2005

Table of Contents

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ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 17, 2005, by and among 3098103 NOVA SCOTIA LIMITED , a company incorporated under the laws of the Province of Nova Scotia (“ Buyer ”), RAVEN INDUSTRIES, INC. , a South Dakota corporation (“ Raven ,” and together with Buyer, the “ Buyers ”), 101066275 SASKATCHEWAN LTD., a corporation organized under the laws of the Province of Saskatchewan (“ Seller ”), MONTGOMERY INDUSTRIES INC. , a corporation organized under the laws of the Province of Saskatchewan (“ Montgomery ”), STANISLAUS M. (“Monty”) SHIVAK , an individual residing in the Province of Saskatchewan (“ Shivak ”), and SHIVAK HOLDINGS LTD. , a corporation organized under the laws of the Province of Saskatchewan (“ Shareholder ,” and together with Montgomery and Shivak, the “ Principals ;” Seller and the Principals are sometimes referred to collectively as the “ Selling Parties ”).

BACKGROUND

     A. Shareholder, which is wholly-owned by Shivak and Becky Shivak, his spouse, owns a majority of the outstanding capital stock of Montgomery, which in turns owns all of the outstanding capital stock of Seller, and Shivak is the president and a director of each of Seller, Montgomery and Shareholder.

     B. Until February 11, 2005, Montgomery had been engaged in the business of manufacturing and selling (directly or indirectly through third parties) a product known as the Autoboom, an automatic boom height control system for agricultural spray booms.

     C. Until February 11, 2005, Shareholder had owned certain of the Intellectual Property Assets used in the Business.

     D. As of February 11, 2005, Montgomery and Shareholder assigned to Seller all of the assets used in or relating to the Business (as defined herein), other than the Excluded Assets (as defined herein).

     E. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Assets (as defined herein) used in or relating to the Business (as defined herein), except for all Intellectual Property used in the Business.

     F. Seller desires to sell to Raven, and Raven intends to purchase from Seller, all of the Intellectual Property used in or relating to the Business.

     G. Buyers do not intend to assume any of the liabilities of any Selling Party or any liabilities otherwise relating to the Business, except those specifically set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, the parties hereby agree as follows:

AGREEMENT

     1.1 Definitions . For purposes of this Agreement, the terms and variations thereof have the meanings specified or referred to in the Appendix of Definitions attached hereto.

     1.2 Usage .

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

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

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

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

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

    (v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

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

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

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

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

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

    (xi) references to all forms of currency shall mean United States Dollars.

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

          (c) Legal Representation of the Parties . This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

     2.1 Assets to be Acquired . Upon the terms and subject to the conditions set forth in this Agreement, at each of the Closings, but effective as of the Effective Time, Seller (or the Selling Parties if any Assets are not owned by Seller) shall sell, convey, assign, transfer and deliver to Buyer and Raven, and Buyer and Raven shall collectively purchase and acquire from Seller, free and clear of any Encumbrances, all of the Seller’s (or the Selling Parties’ with regard to Assets not owned by Seller) right, title and interest in and to all of Seller’s (or the Selling Parties’ with regard to Assets not owned by Seller) property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located (the “ Assets ”), except the Excluded Assets (as defined in Section 2.2, below), including the following (all such Assets conveyed hereunder to Buyer, as described in paragraph (a) below, and to Raven, as described in paragraph (b) below, collectively referred to hereinafter as the “ Acquired Assets ”):

          (a) Assets Acquired by Buyer . The following Assets will be conveyed to Buyer at the First Closing:

    (i) all Tangible Personal Property, including those items described in Schedule 2.1(i)(i) ;

    (ii) all Inventories;

    (iii) all Accounts Receivable;

    (iv) all cash and cash equivalents;

    (v) all Seller Contracts and all outstanding offers or solicitations made by or to Seller to enter into any Contract;

    (vi) all Governmental Authorizations and all pending applications therefore or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b) ;

    (vii) all data and Records related to the operations of Seller, Montgomery or the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports,

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correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; provided however , that Seller shall be entitled to retain one copy of all such Records;

    (viii) all of the Selling Parties’ rights, claims, credits, causes of action or rights of set-off against third parties relating to the Acquired Assets, including without limitation, rights under manufacturers’ or vendors’ warranties; and

    (ix) all deferred charges, advance payments, prepaid items (other than insurance), security and other deposits, claims for refunds (other than refunds of Taxes), rights to receive or claims for insurance proceeds.

          (b) Assets Acquired by Raven . At the Second Closing, Raven will acquire from the Selling Parties all of the intangible rights and property of the Selling Parties used in or relating to the Business, including the Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;

     Notwithstanding the foregoing, except for the Assumed Liabilities, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to either the Business or the Assets.

     2.2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, Acquired Assets shall not include any of the following Assets:

          (a) rights of Seller under this Agreement and under those Seller Contracts, if any, identified on Schedule 2.2(a) ;

          (b) all of Seller’s (or Montgomery’s) interest in any Real Property, including any Real Property Lease;

          (c) Tax records and returns of Seller or Montgomery, all deferred tax balances, and all refunds or claims for refunds of Taxes previously paid by Seller or Montgomery (or paid by a Related Person of Seller on behalf of, or for the benefit of, Seller);

          (d) the corporate minute books and stock ledgers of Seller;

          (e) the employment Records of all employees of Seller;

          (f) the capital stock or other equity securities of Seller; and

          (g) those Assets, if any, expressly designated in Schedule 2.2(g) whether or not duplicative of any of the above-listed Excluded Assets.

     2.3 Consideration . The consideration for the Acquired Assets (the “ Purchase Price ”) shall be as follows: (A) cash consideration consisting of (i) Two Million Six Hundred Fifteen Thousand and No/100 Dollars ($2,615,000.00) (the “ Closing Payment ”), (ii) the Deferred Amount, and (iii) the Future Payment Amounts; plus (B) the assumption of the Assumed Liabilities. Subject

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to the terms of this Agreement and the Transaction Documents, Buyers will deliver the cash consideration portion of the Purchase Price to Seller in three (3) portions as follows:

          (a) Cash at Closing . The Closing Payment to Seller by wire transfer or delivery of other immediately available funds at the Second Closing.

          (b) Deferred Amount . The Deferred Amount shall be paid by Raven within sixty (60) days of the Second Closing, in accordance with Section 2.7.

          (c) Future Payment Amounts . Raven shall pay the Future Payment Amounts in quarterly installments following the Second Closing, as described in Section 2.8.

Subject to the payment of the Deferred Amount and the Future Payment Amount, the balance of the Purchase Price shall be deemed paid at First Closing by the execution and delivery of the Assignment and Assumption Agreement.

     2.4 Assumed Liabilities . Effective as of the Effective Time, Buyer shall assume and agree to discharge only those Liabilities of Seller specified in subparagraphs (a) through (c) below or specifically listed on Schedule 2.4 (the “ Assumed Liabilities ”):

          (a) any and all Liabilities of Seller arising out of Seller Contracts acquired by Buyer arising after the First Closing and specified on Schedule 2.4 ;

          (b) any and all Liabilities of Seller arising out of vendor and supplier arrangements, purchase orders and customer relationships arising after the First Closing and specified on Schedule 2.4 ; and

          (c) open accounts payable of Seller specified on Schedule 2.4 .

Except as expressly set forth in this Section 2.4, Buyers shall not assume or be responsible at any time for any Liability or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including any Liabilities or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the Contemplated Transactions (including any and all sales, income or other Taxes arising herefrom or therefrom other than any Tax for which Buyers are liable under any Legal Requirement). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Buyers shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any Liability of Seller or Montgomery for Taxes, whether measured by income or otherwise, (b) any Liability of Seller or Montgomery in connection with any employees or employee benefit plan, program or agreement, (c) any Liability of Seller or Montgomery under any Legal Requirement relating to health, safety, hazardous materials and environmental matters applicable to the Business and/or the Facilities (whether or not owned by Seller) arising prior to the Second Closing, (d) any product liability pertaining to products sold or manufactured by Seller or Montgomery prior to the Second Closing, (e) any Liability of Seller or Montgomery relating to any default taking place before the Second Closing under any of the Assumed Liabilities to the extent such default created or increased the Liability, (f) any obligation of the Seller or Montgomery to their respective shareholders (or other equity owners), any Related Person of Seller or Montgomery or shareholder of

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Seller or Montgomery or any party claiming to have a right to acquire any capital stock or other securities of Seller or Montgomery, or (g) any Liability of any of the Selling Parties arising under or relating to that certain Marketing Agreement dated December 20, 2003 (the “ Marketing Agreement ”), by and between Seller and Maxim Marketing Inc. (“ Maxim ”), or any other Liability in any way related to or arising out of the relationship between any of the Selling Parties and Maxim. Seller further agrees to satisfy and discharge as the same shall become due all Liabilities of Seller not specifically assumed by Buyer hereunder.

     2.5 Allocation . The Purchase Price shall be allocated among the Acquired Assets as follows: (i) an amount equal to the Seller’s aggregate book value of the Acquired Assets being sold pursuant to Section 2.1(a) shall be allocated among such assets in accordance with Seller’s book value for such assets on the First Closing; and (ii) the balance of the Purchase Price shall be allocated to the assets being sold pursuant to Section 2.1(b). After the Second Closing, the parties shall make consistent use of this allocation and fair market value for all Tax purposes and in all filings, declarations and reports with CRA and other applicable governmental authorities in respect thereof. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

     2.6 Closings . The purchase and sale of the portion of the Acquired Assets being sold and assigned by Seller to Buyer, as described in Section 2.1(a) (the “ First Closing ”), will take place at the offices of Maslon Edelman Borman & Brand, LLP, 90 South Seventh Street, Suite 3300, Minneapolis, Minnesota 55402, commencing at 5:00 p.m. (local time) on February 17, 2005, unless Buyer and Seller otherwise agree. The purchase and sale of the portion of the Acquired Assets being sold and assigned by Seller to Raven, as described in Section 2.1(b) (the “ Second Closing ” and together with the First Closing, the “ Closings ”), will take place at the offices of Maslon Edelman Borman & Brand, LLP, 90 South Seventh Street, Suite 3300, Minneapolis, Minnesota 55402, commencing at 5:00 p.m. (local time) on February 18, 2005, unless Buyer and Seller otherwise agree.

     2.7 Determination of Deferred Amount . The “ Deferred Amount ,” which may be a positive or negative number, is an amount equal to Two Hundred Thousand and No/100 Dollars ($200,000.00), plus (or minus) the agreed-upon book value of the Net Tangible Assets (or liabilities, if a negative number), as determined in accordance with this Section 2.7. Raven shall pay to Seller (in the event the Deferred Amount is a positive number), or Seller shall pay to Raven (in the event the Deferred Amount is a negative number), the Deferred Amount on or before the third (3rd) Business Day immediately following the final determination of the Deferred Amount. The Deferred Amount will be determined as follows:

          (a) Within twenty-one (21) days following the First Closing, Raven shall prepare and deliver to Seller a statement of the Net Tangible Assets as of the Effective Time (“ Final Statement of Net Tangible Assets ”), which shall reflect values for the Net Tangible Assets as of the Effective Time, and is prepared in a manner consistent with the statement of Net Tangible Assets as of November 30, 2004 attached hereto as Exhibit 2.7 (the “ November Statement of Net Tangible Assets ”). In preparing the Final Statement of Net Tangible Assets, to the extent asset values are booked in Canadian dollars, such values shall be converted to United States dollars based on the exchange rate for the previous Business Day from the date the Final Statement of Net Tangible

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Assets is prepared and delivered, as published by the Federal Reserve Bank of New York. If within 7 days following delivery by Raven of the Final Statement of Net Tangible Assets, as prepared by Raven, and Raven’s determination of the Deferred Amount, Seller has not given Raven written notice of its objection to the Raven’s determination of the Deferred Amount (which notice shall state in reasonable detail the basis of Seller’s objection), then the Deferred Amount as determined by Raven shall be final and binding on the Parties.

          (b) If Seller duly gives Raven notice of objection to the Deferred Amount as determined by Raven, and if Seller and Buyer, within 7 days of Raven’s receipt of such objection notice, fail to resolve all their differences with respect to the calculation of a final and binding Deferred Amount, each of Raven and Seller shall submit for resolution its proposed Final Statement of Net Tangible Assets and its calculation of the Deferred Amount to an independent chartered accounting firm of national standing that is mutually acceptable to Raven and Seller, in the event that they cannot agree as to such accounting firm, to a national independent chartered accounting firm chosen by the President of the American Arbitration Association (“ AAA ”) on application of such parties. Such submission to a mutually acceptable accounting firm or such application to the AAA, as the case may be, shall be within 45 days of Second Closing. In the event that application is made to the AAA, then, within two (2) Business Days of the selection by the President of the AAA of such national independent accounting firm, each of Raven and Seller shall submit to such firm its Final Statement of Net Tangible Assets and its calculation of the Deferred Amount. Such firm shall audit each item in dispute and prepare a final and binding Final Statement of Net Tangible Assets and, based thereon, determine the final Deferred Amount in accordance with this Agreement. Raven and Seller shall adjust the Deferred Amount of the Purchase Price in accordance with such determination. The fees and expenses of such national independent accounting firm employed pursuant to this paragraph shall be borne by the party whose position with respect to the final Deferred Amount is accepted by such accounting firm, and, if neither party’s position is accepted in its entirety by such accounting firm, then the accounting firm shall determine the extent of each party’s responsibility to pay such accounting firm’s fees.

     2.8 Future Payment Amounts . Following the Second Closing, Seller shall be entitled to receive additional cash payments (the “ Future Payment Amounts ”) consisting of an Installment Amount (as defined below) and an Earn-Out Amount (as defined below) from Raven in accordance with this Section 2.8.

          (a) Installment Payments . An amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) (the “ Installment Amount ”). The Installment Amount shall be payable in quarterly installments equal to six percent (6%) of Net Sales up to an aggregate amount within forty-five (45) days following the end of each quarter beginning with the quarter ended April 30, 2005 and continuing each quarterly period thereafter until the earlier of January 31, 2013 or until the maximum Installment Amount has been paid in full. If the aggregate amount of Net Sales does not reach Thirteen Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 33/100 ($13,333,333.33) by January 31, 2013, the Purchase Price for the Intellectual Property Assets being acquired by Raven shall be reduced by the amount of six percent (6%) of the difference between Thirteen Million Three Hundred Thirty Three Thousand Thirty-Three and 33/100 ($13,333,333.33) and the actual aggregate Net Sales, and the Installment Amount shall be reduced by a corresponding amount.

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          (b) Earn-Out Amount . An additional future amount equal to six percent (6%) of aggregate Net Sales in excess of Thirteen Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 33/100 Dollars ($13,333,333.33), to a maximum of Thirty Million Four Hundred Sixteen Thousand Six Hundred Sixty-Six and No/Dollars ($30,416,666.00) of future aggregate Net Sales (the “ Earn-Out Amount ”). The Earn-Out Amount shall be payable in quarterly installments within forty-five (45) days following the end of each quarter, beginning with the quarter ended April 30, 2005, and continuing each quarter thereafter until the maximum Earn-Out Amount has been paid.

          (c) License by Raven . If, following the Second Closing and prior to the satisfaction of Raven’s obligations under paragraphs (a) and (b) above, Raven licenses or otherwise transfers to a third party that is not a Related Party of Raven all of the technology relating to or used in the manufacture of a Business Product in exchange for a royalty or other future right to payment, then Seller also shall be entitled to receive twenty-five percent (25%) of such future payments if and to the extent received by Raven (or any Related Party of Raven) in satisfaction of Raven’s then remaining obligation to pay the Installment Amount and the Earn-Out Amount.

          (d) Sale or Disposition by Raven . In the event Raven sells or otherwise assigns all or substantially all of the Acquired Assets, including the technology relating to or used in the manufacture of a Business Product, to a third party that is not a Related Party of Raven, the terms of such transaction shall provide that the purchaser or assignor of such Acquired Assets shall assume Raven’s obligations under this Section 2.8, and Raven shall obtain and deliver to Seller a written acknowledgment directed to Seller from such Transferee.

          (e) Delivery of Statements; Inspection . In connection with each payment of the Future Payment Amounts, Raven shall deliver to Seller a statement showing in reasonable detail a calculation of the Future Payment Amounts for each quarterly period. If there are no Net Sales in any quarterly period, Buyer shall deliver a statement to Seller so indicating. In order for Seller to determine the correctness of any installment of the Future Payment Amounts payable under this Agreement, upon reasonable notice to Buyer, Buyer shall make its records available to Seller for inspection for three (3) years after each such quarterly payment. Seller may inspect the records of Buyer relating to the Business during regular business hours by an accountant selected by Seller solely for the purpose of verifying the Net Sales used in calculating the Future Payment Amounts. Seller will be entirely responsible for the costs of any such inspection.

     2.9 Material Consents . If and to the extent that any of the Material Consents required under Section 6.3 to have been obtained prior to the First Closing have not been so obtained or are otherwise not in full force and effect, then, notwithstanding anything in Section 2.1 or Section 2.4 to the contrary, neither this Agreement nor the Assignment and Assumption Agreement nor any other of the Transaction Documents shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the any Seller Contract to which such Material Consents relate and, following the First Closing, Seller shall use its Best Efforts to obtain such Material Consents as quickly as practicable. Pending the obtaining of such Material Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the applicable Seller Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of

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any and all rights of Seller against a third party thereunder). Once such a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Seller Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Seller Contract to Buyer, and Buyer shall assume the obligations of Seller thereunder from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).

     2.10 Transfer Taxes . Buyer shall be liable for and shall pay any federal and provincial sales taxes payable by Buyer in connection with the transfer of the Acquired Assets by Seller to Buyer under applicable Legal Requirements. The parties understand that the Intellectual Property Assets are being sold to Raven and that federal sales tax relating thereto will be required to be paid at the Second Closing. However, Raven will be a registrant for purposes of Part IV of the ETA prior to the First Closing, and therefore is expected to be eligible for a refund of such federal sales taxes. Raven will indemnify Seller for any GST required to be collected from Raven or Buyer on the transfer of the Acquired Assets.

The Selling Parties represent and warrant to Buyers as follows:

     3.1 Organization and Good Standing.

          (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate power and authority to conduct the Business, to own or use the Assets that it purports to own or use, and to perform all its obligations under the Seller Contracts. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each province and state and other jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Montgomery is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate power and authority to conduct the Business during the period in which it owned the Assets, to own or use the Assets that it purported to own or use during such period, and to perform all its obligations under the Seller Contracts. Montgomery is duly qualified to do business as a foreign corporation and is in good standing under the laws of each province and state and other jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Shareholder is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate power and authority to conduct its business, to own or use the Assets that it purported to own during the period in which it owned any Assets. Shareholder is duly qualified to do business as a foreign corporation and is in good standing under the laws of each province and state and other jurisdictions in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Schedule 3.1 contains a complete and accurate list of every jurisdiction in which Seller, Montgomery and Shareholder, respectively, are qualified to do business.

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          (b) Seller has no Subsidiary and does not own any shares of capital stock or other securities of any other Person.

     3.2 Enforceability; Authority; No Conflict .

          (a) Upon the execution and delivery by it, this Agreement and the other Transaction Documents to which it is a party constitute the legal, valid and binding obligation of the Selling Parties, as applicable, enforceable against it in accordance with its terms. Each Selling Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder, and such action has been duly authorized by all necessary action by the board of directors (or equivalent governing body) of each Selling Party and by special resolution of the shareholders of Seller.

          (b) Except as set forth in Schedule 3.2(b) , neither the execution and delivery of any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

    (i) Breach (A) any provision of any of the Governing Documents of any Selling Party or (B) any resolution adopted by the board of directors or shareholders of any Selling Party;

    (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any Selling Party, or any of the Acquired Asset, may be subject;

    (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by a Selling Party or that otherwise relates to the Acquired Assets or to the Business;

    (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax, except as described in Section 2.10;

    (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or

    (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets.

          (c) Except as set forth in Schedule 3.2(c) , none of the Selling Parties is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

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     3.3 Capitalization . The authorized capital stock of Seller consists of an unlimited number of share Classes A through H, of which 100 Class A shares of common stock are issued and outstanding, all of which are, and on the First Closing shall be, owned by the Persons listed on Schedule 3.3 and in the amounts listed thereon free and clear of all Encumbrances. The authorized capital stock of Montgomery consists of an unlimited number of share Classes A, B, C and D, all issued shares of which are, and on the First Closing shall be, owned by the Persons listed on Schedule 3.3 and in the amounts listed thereon free and clear of all Encumbrances. Shareholder is wholly owned by Shivak and his spouse, Becky Shivak.

     3.4 Financial Statements . Montgomery has delivered to Buyers an unaudited balance sheet of Montgomery as of November 30, 2004 (the “ Balance Sheet ”), and the related unaudited statements of income, changes in owners’ equity and cash flows for the 12-month period then ended, including the notes thereto. Such financial statements fairly present (and the financial statements delivered pursuant to Section 2.7 will fairly present) the financial condition and the results of operations, changes in owners’ equity and cash flows of Montgomery as at the respective dates of and for the 12 months ended November 30, 2004, all in accordance with GAAP. The financial statements referred to in this Section 3.4 and those to be delivered pursuant to Section 2.7 reflect and will reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. The financial statements have been and will be prepared from and are in accordance with the accounting Records of Montgomery.

     3.5 Books and Records . The books of account and other financial Records of each of Seller and Montgomery, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. The corporate minute books of each of Seller and Montgomery, all of which have been made available to Buyer, contain accurate and complete Records of all meetings held of, and corporate action taken by the members or other equity holders of each of Seller and Montgomery, respectively, and by the board of directors and committees of the board of directors of Seller and Montgomery, respectively. No meeting of the board of directors of either Seller or Montgomery, or any committee thereof, has been held for which minutes have not been prepared or are not contained in such minute books.

     3.6 Sufficiency of Assets . Except for the Excluded Assets, the Acquired Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and in the manner formerly operated by Montgomery prior to February 11, 2005.

     3.7 Title to Assets; Encumbrances . Except for the Excluded Assets and as set forth on Schedule 3.7 , Seller owns good and transferable title to all of the Acquired Assets free and clear of any Encumbrances. The Selling Parties warrant to Buyer that, at the time of the First Closing and the Second Closing, respectively, all Acquired Assets shall be free and clear of all Encumbrances.

     3.8 Real Property . Seller does not own or hold an ownership interest in any Real Property. Schedule 3.8 contains a correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which Seller has a leasehold interest

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and an accurate description (by location, name of lessor, date of Lease and term expiry date) of all Real Property Leases.

     3.9 Condition of Facilities .

          (a) Use of the Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning legal requirements and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the Business.

          (b) Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.9(b) , all Tangible Personal Property used in the Business is in the possession of Seller.

     3.10 Accounts Receivable . All Accounts Receivable that are reflected on the Balance Sheet and that will be reflected on the Final Statement of Net Tangible Assets represent or will represent, as the case may be, valid obligations arising from sales actually made or services actually performed by Seller or Montgomery in the Ordinary Course of Business. Except to the extent paid prior to the First Closing, such Accounts Receivable are or will be as of the First Closing current and collectible net of the respective reserves shown on the Balance Sheet or the Final Statement of Net Tangible Assets (which reserves are, and shall be, adequate and calculated consistent with past practice and, in the case of the reserve on the Final Statement of Net Tangible Assets, will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of such Accounts Receivable either has been or will be collected in full, without any setoff, within one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business of Seller (or of Montgomery during the period prior to February 11, 2005), under any Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 3.10 contains a complete and accurate list of all Accounts Receivable as of the date of the Balance Sheet, which list sets forth the aging of each such Account Receivable.

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     3.11 Inventories . All items included in the Inventories that are reflected on the Balance Sheet and that will be reflected on the Final Statement of Net Tangible Assets consist, or will consist, as the case may be, of a quality and quantity usable and, with respect to finished goods, saleable, within 90 days in the Ordinary Course of Business of Seller (or of Montgomery during the period prior to February 11, 2005) except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or on the accounting Records of Seller or Montgomery as of the First Closing, as the case may be. Seller is not in possession of any item of Inventory not owned by Seller, including goods already sold. Unless otherwise agreed by the parties, any items that would otherwise be included as Inventory shall be deemed to be obsolete, and, therefore, not included as Inventory, if such items have been on hand for more than 180 days. All of the Inventories have been valued at the lower of cost or market value on a first in, first out basis. Inventories now on hand that were purchased after the date of the Balance Sheet were purchased in the Ordinary Course of Business of Seller (or Montgomery, if purchased prior to February 11, 2005) at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventories (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of Seller. Work-in-process Inventories are reflected in the Balance Sheet, and will be reflected in the Final Statement of Net Tangible Assets, in accordance with GAAP.

     3.12 No Undisclosed Liabilities . Except as set forth in Schedule 3.12 , neither Seller nor Montgomery has any Liability except for Liabilities reflected or reserved against in the Balance Sheet and current liabilities incurred in the Ordinary Course of Business of Seller and Montgomery since the date of the Balance Sheet.

     3.13 Taxes . Seller and Montgomery have filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements. Seller and Montgomery have paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by either Seller or Montgomery. Except as provided in Schedule 3.13 , (a) neither Seller nor Montgomery are currently the beneficiary of any extension of time within which to file any Tax Return, and (b) there are no Encumbrances on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any Tax and none of the Selling Parties has any Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

     3.14 No Material Adverse Change . Since the date of the Balance Sheet, there has not been any material adverse change in the Business or the Assets, or the operations, prospects, results of operations or condition (financial or other) of Seller or Montgomery (other than as a result of Montgomery’s transfer of the Assets to Seller on February 11, 2005) (a “ Material Adverse Effect ”), and no event has occurred or circumstance exists that could reasonably be expected to have a Material Adverse Effect.

     3.15 Employee Plans .

          (a) Schedule 3.15(a) identifies each retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance,

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medical, hospital, dental, vision care, drug, sick leave, disability, salary contribution, legal benefits, unemployment benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit that is maintained, or otherwise contributed to or required to be contributed to, by the Selling Parties relating to the Business or the Acquired Assets for the benefit of employees or former employees of the Seller or Montgomery (the “ Employee Plans ”) and a true, complete and up to date copy of each Employee Plan has been furnished to the Buyers, including all previous versions and merged plans. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plan. The Selling Parties have delivered to the Buyer the actuarial valuations, if any, prepared for each Employee Plan. Except as described in Schedule 3.15(a) :

    (i) all contributions to, and payments from, each Employee Plan that may have been required to be made in accordance with the terms of any such Employee Plan, or with the recommendation of the actuary for such Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Employee Plan, have been made in a timely manner;

    (ii) all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any government agency or distributed to any Employee Plan participant have been duly filed in a timely manner or distributed;

    (iii) there are no pending investigations by any governmental or regulatory agency or authority involving or relating to any Employee Plan, no threatened or pending claims (except for claims for benefits payable in the normal operation of the Employee Plans), suits or proceedings against any Employee Plan or asserting any rights or claims to benefits under any Employee Plan that could give rise to any liability in the event of such investigation, claim, suit or proceeding;

    (iv) no notice has been received by any Selling Party of any complaints or other proceedings of any kind involving Seller, Montgomery or, to the Selling Parties’ knowledge, any of the employees of Seller or Montgomery before any pension board or committee relating to any Employee Plan or to the Business or the Acquired Assets; and

    (v) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plans based on the actuarial assumptions utilized in the most recent valuation preformed by the actuary for such Employee Plan, and neither the Buyer nor any party associated or affiliated with the Buyer will incur any liability with respect to any Employee Plan as a result of the transactions contemplated by this Agreement.

          (b) Employee Accruals . All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Seller.

     3.16 Compliance with Legal Requirements; Governmental Authorizations .

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          (a) Except as set forth in Schedule 3.16(a):

    (i) Seller has been and is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Acquired Assets;

    (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by either Seller or Montgomery of, or a failure on the part of either Seller or Montgomery to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of either Seller or Montgomery to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature; and

    (iii) None of the Selling Parties has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Assets or the Business or (B) any actual, alleged, possible or potential obligation on the part of any Selling Party to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature relating to the Assets or the Business.

     (b)  Schedule 3.16(b) contains a complete and accurate list of each Governmental Authorization that is held by a Selling Party and that relates to the Business or the Acquired Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.16(b) is valid and in full force and effect. The Governmental Authorizations listed in Schedule 3.16(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business and to permit Seller to own and use the Acquired Assets in the manner in which it currently owns and uses the Acquired Assets.

     3.17 Legal Proceedings; Orders .

          (a) Except as set forth in Schedule 3.17(a) , there is no pending or, to the Knowledge of any Selling Party, threatened Proceeding:

    (i) by or against any Selling Party or that otherwise relates to or may affect the Business or any of the Acquired Assets; or

    (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.

To the Knowledge of any of the Selling Parties, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. The Selling Parties have delivered to Buyers copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Schedule 3.17(a) . There are no Proceedings listed or required to be listed in Schedule 3.17(a) that could reasonably be expected to have a Material Adverse Effect.

          (b) Except as set forth in Schedule 3.17(b):

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    (i) there is no Order to which Seller, Montgomery, the Business or any of the Acquired Assets is subject; and

    (ii) to the Knowledge of the Selling Parties, no officer, director, agent or employee of Seller or Montgomery is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business.

          (c) Except as set forth in Schedule 3.17(c):

    (i) Each Selling Party has been and is in compliance with all of the terms and requirements of each Order to which it, the Business or any of the Acquired Assets is or has been subject;

    (ii) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Selling Party, the Business or any of the Acquired Assets is subject; and

    (iii) None of the Selling Parties has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller, Montgomery, the Business or any of the Acquired Assets is subject.

     3.18 Absence of Certain Changes and Events . Except as set forth in Schedule 3.18 , since the date of the Balance Sheet, Seller and Montgomery have collectively conducted the Business only in the Ordinary Course of Business and there has not been any:

          (a) change in Seller’s or Montgomery’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock or equity securities of Seller or Montgomery or issuance of any security convertible into such capital stock or equity securities;

          (b) amendment to the Governing Documents of Seller or Montgomery;

          (c) payment (except in the Ordinary Course of Business) or increase by Seller or Montgomery of any bonuses, salaries or other compensation to any of its respective directors, officers or employees or entry into any employment, severance or similar Contract with any such director, officer or employee;

          (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan;

          (e) damage to or destruction or loss of any property or assets used in the Business, whether or not covered by insurance;

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          (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller or Montgomery is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller or Montgomery of at least $5,000;

          (g) other than Montgomery’s and Shareholder’s transfer of the Assets to Seller on February 11, 2005, sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any asset or property of the Selling Parties used in the Business (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset;

          (h) cancellation or waiver of any claims or rights with a value to Seller or Montgomery in excess of $5,000;

          (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller or Montgomery;

          (j) material change in the accounting methods used by Seller or Montgomery; or

          (k) Contract by either Seller or Montgomery to do any of the foregoing.

     3.19 Contracts; No Defaults .

          (a) Schedule 3.19(a) contains an accurate and complete list, and the Selling Parties have delivered to Buyers accurate and complete copies, of:

    (i) each Seller Contract that involves performance of services or delivery of goods or materials by Seller or Montgomery of an amount or value in excess of $5,000;

    (ii) each Seller Contract that involves performance of services or delivery of goods or materials to Seller or Montgomery of an amount or value in excess of $5,000;

    (iii) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller or Montgomery in excess of $5,000;

    (iv) each Seller Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with a term of less than one year);

    (v) each Seller Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment;

    (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller or Montgomery with any other Person;

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    (vii) each Seller Contract containing covenants that in any way purport to restrict the Business activity or limit the freedom of Seller or Montgomery to engage in any line of business or to compete with any Person;

    (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;

    (ix) each power of attorney of Seller or Montgomery that is currently effective and outstanding;

    (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller or Montgomery to be responsible for consequential damages;

    (xi) each Seller Contract for capital expenditures in excess of $5,000;

    (xii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and

    (xiii) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing.

Schedule 3.19(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the date of the Contracts, the amount of the remaining commitment of Seller or Montgomery, as applicable, under the Contracts and the location of Seller’s office where details relating to the Contracts are located.

          (b) Except as set forth in Schedule 3.19(b) , neither Shareholder nor Shivak have, and neither may acquire, any rights under, and neither have or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Acquired Assets.

          (c) Except as set forth in Schedule 3.19(c):

    (i) each Contract identified or required to be identified in Schedule 3.19(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms;

    (ii) each Contract identified or required to be identified in Schedule 3.19(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and

    (iii) to the Knowledge of the Selling Parties, no Contract identified or required to be identified in Schedule 3.19(a) and which is to be assigned to or assumed by Buyer under this Agreement could reasonably be expected to have, upon completion or performance thereof, a Material Adverse Affect.

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          (d) Except as set forth in Schedule 3.19(d):

    (i) Seller or Montgomery has been and is in compliance with all applicable terms and requirements of each Seller Contract that is being assumed by Buyer;

    (ii) each other Person that has or had any obligation or liability under any Seller Contract that is being assigned to Buyer has been and is in full compliance with all applicable terms and requirements of such Contract;

    (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller, Montgomery or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer;

    (iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Acquired Assets; and

    (v) None of the Selling Parties have given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract that is being assigned to or assumed by Buyers hereunder.

          (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller or Montgomery under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

          (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller or Montgomery has been entered into in the Ordinary Course of Business of Seller and Montgomery and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

     3.20 Insurance . All of the Acquired Assets are adequately insured for Seller’s benefit and will be so insured through the First Closing and Seller’s or Montgomery’s insurance policies are sufficient for compliance by such party with all applicable Legal Requirements and all material Contracts. None of the Selling Parties has received notice of any pending or threatened termination or non-renewal with respect to any insurance policy listed or required to be listed on Schedule 3.20 , and neither Seller nor Montgomery is in default with respect to any obligation pursuant to any such insurance policy. Other than described on Schedule 3.20 , there are no pending claims against such insurance by Seller or Montgomery as to which insurers are defending under reservation of rights or have denied liability.

     3.21 Intellectual Property Assets .

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          (a) The term “ Intellectual Property Assets ” means all intellectual property owned or licensed (as licensor or licensee) by the Selling Parties and used in connection with, or otherwise relating to, the Business, including:

    (i) Montgomery’s name, all assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications, including, without limitation, the “Autoboom” trade name (collectively, “ Marks ”);

    (ii) all patents, patent applications and inventions and discoveries that may be patentable (collectively, “ Patents ”);

    (iii) all registered and unregistered copyrights in both published works and unpublished works (collectively, “ Copyrights ”);

    (iv) confidential or proprietary information that comprises all know-how, trade secrets, Software, technical information, data, process technology, plans, product designs, drawings and blue prints (collectively, “ Trade Secrets ”); and

    (v) all rights in Internet web sites and Internet domain names, if any, presently used by the Selling Parties (collectively “ Net Names ”).

          (b) Schedule 3.21(b) contains a complete and accurate list and summary description, including any royalties paid or received by any of the Selling Parties, and the Selling Parties have delivered to Buyers accurate and complete copies, of all Seller Contracts relating to the Intellectual Property Assets. There are no outstanding and, to the Selling Parties’ Knowledge, no threatened disputes or disagreements with respect to any such Contract.

          (c) Except as set forth in Schedule 3.21(c) , the Intellectual Property Assets are all those necessary for the operation of the Business. The Selling Parties collectively own or are the licenses of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, and have the right to use without payment to a Third Party all of the Intellectual Property Assets, other than in respect of licenses listed in Schedule 3.21(c) .

          (d) Patents . Schedule 3.21(d) contains a complete and accurate list and summary description of all Patents.

    (i) All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Second Closing.

    (ii) No issued Patent or Patent subject to a pending application has been or is now involved in any interference, reissue, reexamination, or opposition Proceeding. To the Selling Parties’ Knowledge, except as set forth on Schedule 3.21(d) , there is no potentially interfering patent or patent application of any Third Party.

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    (iii) Except as set forth in Schedule 3.21(d) , (A) no Patent is infringed or, to Seller’s Knowledge, has been challenged or threatened in any way and (B) none of the products manufactured or sold, nor any process or know-how used, by Seller infringes or is alleged to infringe any patent or other proprietary right of any other Person.

    (iv) All products made, used or sold under an issued Patent have been marked with the proper patent notice.

          (e) Marks . Schedule 3.21(e) contains a complete and accurate list and summary description of all Marks.

    (i) All Marks that have been registered with the Canadian Intellectual Property Office are currently in compliance with all formal Legal Requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable and are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Second Closing.

    (ii) No Mark has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any of the Marks.

    (iii) To the Selling Parties’ Knowledge, there is no potentially interfering trademark or trademark application of any other Person.

    (iv) No Mark is infringed or, to the Selling Parties’ Knowledge, has been challenged or threatened in any way. None of the Marks used by Seller infringes or is alleged to infringe any trade name, trademark or service mark of any other Person.

    (v) All products and materials containing a registered Mark bear the proper federal registration notice where permitted by law, except as set forth on Schedule 3.21(e) .

          (f) Copyrights . Schedule 3.21(f) contains a complete and accurate list and summary description of all Copyrights.

    (i) All of the registered Copyrights are currently in compliance with formal Legal Requirements, are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the date of the Second Closing.

    (ii) No Copyright is infringed or, to the Selling Parties’ Knowledge, has been challenged or threatened in any way. None of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any Third Party or is a derivative work based upon the work of any other Person.

    (iii) All works encompassed by the Copyrights have been marked with the proper copyright notice.

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          (g) Trade Secrets . Schedule 3.21(g) sets forth a complete and accurate list and summary description of all Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual. The Selling Parties have taken all reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets. The Selling Parties have good title to and an absolute right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature and, to the Selling Parties’ knowledge, have not been used, divulged or appropriated either for the benefit of any Person (other than Seller) or to the detriment of the Selling Parties. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any way or infringes any intellectual property right of any other Person.

          (h) Net Names . Schedule 3.21(h) contains a complete and accurate list and summary description of all Net Names. All Net Names have been registered in the name of Seller and are in compliance with all formal Legal Requirements. No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to the Selling Parties’ Knowledge, no such action is threatened with respect to any Net Name. To the Selling Parties’ Knowledge, there is no domain name application pending of any other person which would or would potentially interfere with or infringe any Net Name. No Net Name is infringed or, to the Selling Parties’ Knowledge, has been challenged, interfered with or threatened in any way. No Net Name infringes, interferes with or is alleged to interfere with or infringe the trademark, copyright or domain name of any other Person.

     3.22 Environmental Matters . Except as disclosed in Schedule 3.22 :

          (a) The Selling Parties are, and at all times have been, in full compliance with, and have not been and are not in violation of or liable under, any Environmental Law. None of the Selling Parties has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held to be responsible received, any actual or threatened order, notice or other communication from (i) any Governmental Body or private citizen acting in the public interest or (ii) the current or prior owner or operator of any Facilities, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which Seller has or had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by Seller or any other Person for whose conduct it is or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received.

          (b) There are no pending or, to the Knowledge of any of the Selling Parties, threatened claims, Encumbrances, or other restrictions of any nature resulting from any Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law with respect to or affecting any Facility or any other property or asset (whether real, personal or mixed) in which Seller has or had an interest.

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          (c) None of the Selling Parties has any Knowledge of or any basis to expect, nor has any of them, or any other Person for whose conduct they are or may be held responsible, received, any citation, directive, inquiry, notice, Order, summons, warning or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or property or asset (whether real, personal or mixed) in which Seller or Montgomery has or had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured, refined, transferred, imported, used or processed by Seller or Montgomery or any other Person for whose conduct Seller or Montgomery is or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled or received.

          (d) None of the Selling Parties, nor any other Person for whose conduct any Selling Party is or may be held responsible, has any Environmental, Health and Safety Liabilities with respect to any Facility or, to the Knowledge of the Selling Parties, with respect to any other property or asset (whether real, personal or mixed) in which Seller or Montgomery (or their respective predecessors) has or had an interest or at any property geologically or hydrologically adjoining any Facility or any such other property or asset.

          (e) There are no Hazardous Materials present on or in the Environment at any Facility or at any geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, aboveground or underground storage tanks, landfills, land deposits, dumps, equipment (whether movable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Facility or such adjoining property, or incorporated into any structure therein or thereon, excep