EX-2.1 ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

AMONG

OMEGA SYSTEMS OF NORTH AMERICA LLC,

TRI-CORE SYSTEMS ENTERPRISES, LLC,

OMEGA SYSTEMS OF NORTH AMERICA VOTING TRUST,

OMEGA SYSTEMS OF NORTH AMERICA HOLDING TRUST,

TRI-CORE HOLDING TRUST,

EVAN P. LEWIS

AND

OPEN SOLUTIONS INC.

Closing Date July 23, 2004

TABLE OF CONTENTS

- i -

- ii -

EXHIBITS AND SCHEDULES

- iii -

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (the “Agreement”) is executed as of July 23, 2004, by and among OMEGA SYSTEMS OF NORTH AMERICA LLC , a limited liability company formed under the laws of the State of Nevada (“Omega”), EVAN P. LEWIS, AS SOLE TRUSTEE OF OMEGA SYSTEMS OF NORTH AMERICA VOTING TRUST , under Agreement and Declaration of Trust dated as of December 29, 1999, the sole member of Omega (“Omega Voting Trust”), EVAN P. LEWIS, AS SOLE TRUSTEE OF OMEGA SYSTEMS OF NORTH AMERICA HOLDING TRUST , under Agreement and Declaration of Trust dated as of December 29, 1999, the holder of all of the interests of the Omega Voting Trust (“Omega Holding Trust”), TRI-CORE SYSTEMS ENTERPRISES, LLC , a limited liability company formed under the laws of the State of Nevada (“Tri-Core” and together with Omega, “Sellers”), EVAN P. LEWIS, AS SOLE TRUSTEE OF TRI-CORE HOLDING TRUST , under Agreement and Declaration of Trust dated as of December 29, 1999, the sole member of Tri-Core (“Tri-Core Holding Trust” and together with Omega Voting Trust and Omega Holding Trust, the “Trusts”), EVAN P. LEWIS , an individual residing at 1282 Bell Drive, Cortland, NY 13053 (“Lewis” and collectively with Sellers and the Trusts, the “Seller Parties”) and OPEN SOLUTIONS INC. , a corporation incorporated under the laws of the State of Delaware (“Buyer”) (collectively, the “parties”).

RECITALS

     WHEREAS, Buyer wishes to purchase from Sellers, and Sellers wish to sell to Buyer, the Purchased Assets (as defined below) upon the terms and conditions of this Agreement; and

     WHEREAS, in order to induce Buyer to purchase the Purchased Assets, the Trusts and Lewis, each of whom will receive a direct, tangible and material benefit from the transactions contemplated by this Agreement by virtue of the fact the Trusts and Lewis are directly or indirectly the sole beneficiaries or other economic interest holders of Sellers, are willing to be a parties to this Agreement as set forth herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

     For purposes of this Agreement, the following terms shall have the following meanings:

     “Accounts Receivable” shall mean (a) all trade accounts receivable and other rights to payment from customers of Sellers and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Sellers, (b) all other

accounts or notes receivable of Sellers and the full benefit of all security for such accounts or notes, and (c) any claim, remedy or other right related to any of the foregoing.

     “Assumed Liabilities” shall mean only the duties, liabilities or obligations of Sellers, if any, arising after the Closing Date in connection with the items identified on Schedule 1A, except as otherwise noted on Schedule 1A, and shall specifically exclude, among other things, (i) any liabilities for employment, income, sales, property or other Taxes incurred or accrued by Sellers, including without limitation as a result of this transaction; (ii) any fees or expenses incurred by Sellers in connection with this transaction; (iii) any debt, payables or other liabilities to Related Persons (including Debt, payables or other liabilities owing by one Seller to the other Seller) other than salary and other payroll related expenses that may be specifically set forth on Schedule 1A; (iv) any liabilities related to any employee benefit plan, including, without limitation, any 401(k), any profit sharing or pension plan, whether or not sponsored by Sellers, any deferred compensation payables, accrued bonus payables, other accrued liabilities, and any COBRA-related obligations; (v) any and all liability related to Sellers’ Real Property except as specifically set forth in the Lease; (vi) any litigation pending against Sellers; (vii) any warranty liability to Seller’s customers, including any liability arising out of or relating to any breach by Sellers of any obligation to a customer that occurred prior to the Closing, and (viii) any Debt.

     “Business” shall mean the business of selling, supporting, installing and supplying remittance systems.

     “Closing” shall mean the consummation of the purchase and sale transaction described herein.

     “Closing Date” shall mean the date on which the Closing occurs, as specified in Section 2.6.

     “Current Assets” shall mean all assets listed as current assets on the Reference Date Balance Sheet, including without limitation, Accounts Receivable but excluding (i) principal and interest of loans owed by Evan Lewis to Seller ($241,575.62 as of the Reference Date), and (ii) as to each Seller, current assets that represent obligations of the other Seller. For purposes of determining current assets, accounts receivable shall be booked using Sellers’ historic method for booking accounts receivable.

     “Current Liabilities” shall mean all liabilities listed as current liabilities on the Reference Date Balance Sheet, including without limitation, trade accounts payable.

     “Debt”, as applied to any Person, means: (a) indebtedness or liability of such Person for borrowed money, or with respect to deposits or advances of any kind, or for the deferred purchase price of property or services; (b) all obligations of such Person evidenced by notes bonds, debentures or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person for the deferred purchase price of property or services; (e) all obligations of such Person as lessee under capital leases; (f) current liabilities of such Person in respect of the present value of unfunded vested benefits under any employee benefit plan;

(g) obligations of such Person under letters of credit, bankers acceptances, or comparable arrangements; (h) obligations of such Person arising under acceptance facilities; (i) guaranties; endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds to invest in any Persons, or otherwise to assure a creditor against loss; (j) all obligations of such Person secured by any Lien on any of such Person’s assets or property, whether or not the obligations have assumed, and (k) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements.

     “Excluded Assets” shall mean those items listed as such on Schedule 1B hereto.

     “Financial Statements” shall have the meaning assigned to it in Section 3.6.

     “Governmental Entity” shall mean any court, administrative agency, commission, state, municipality or other governmental authority or instrumentality, domestic or foreign, national or international.

     “Liens” shall mean all liabilities, claims, liens, charges, pledges, security interests, options, restrictions or other encumbrances of any kind.

     “Material Adverse Effect” means any circumstance, change in, or effect on, the Business or Sellers that, individually or in the aggregate with any other circumstances, changes in, or effects on, Sellers or the Business: (a) is, or could be, materially adverse to the business, operations, assets or liabilities (including, without limitation, contingent liabilities), employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Business, or (b) could materially adversely affect the ability of Buyer to operate or conduct the Business in the manner in which it is currently operated or conducted, or contemplated to be conducted, by Sellers.

     “Net Current Assets” shall mean the amount of Current Assets included in the Purchased Assets minus the amount of Current Liabilities included in the Assumed Liabilities.

     “Permitted Liens” shall have the meaning assigned to it in Section 3.4.

     “Person” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity (or any department, agency or political subdivision thereof).

     “Purchase Price” shall mean the aggregate amount to be paid by Buyer to Sellers for the Purchased Assets and includes the cash consideration payable pursuant to Section 2.2(a) and the Escrow Funds payable pursuant to Section 2.2(b).

     “Purchased Assets” shall mean all of each Seller’s property and assets, whether real, personal or mixed, tangible and intangible, of every kind and description, wherever located,

including without limitation those items identified on Schedule 1B, but excluding the Excluded Assets.

     “Records” shall mean all books of account, general, financial and accounting records, files, invoices, payment authorizations, correspondence to and from customers, suppliers and payors, and other data and information owned by Sellers.

     “Reference Date” shall mean December 31, 2003 .

     “Reference Date Balance Sheet” shall mean the consolidated, unaudited balance sheet for Sellers as of the Reference Date.

     “Related Person” shall mean any officer, manager, trustee, member, employee, consultant, beneficiary, economic interest holder or equivalent of any Seller Party or any member of the immediate family of any such officer, manager, trustee, member, employee, consultant, beneficiary, economic interest holder or equivalent, or any entity controlled by any such officer, manager, member, employee, consultant, beneficiary, economic interest holder or equivalent or by any such family member.

     “Taxes” (or “Tax” where the context requires) shall mean all federal, state, county, city, local, foreign and other taxes (including, without limitation, premium, excise, value added, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll-related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, including deficiencies, interest, additions to tax or interest or penalties with respect thereto.

ARTICLE 2

SALE OF ASSETS; CLOSING

      Section 2.1. Sale of Assets. At the Closing, Sellers shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens (except Permitted Liens), good and marketable title to all of the Purchased Assets. It is intended that the consummation of the purchase and sale of the Purchased Assets will transfer the Business to Buyer as a going concern with all of the assets, properties and rights used in or required for the operation and conduct of the Business as of the Closing Date.

      Section 2.2. Consideration. The Purchase Price shall be Two Million Four Hundred Nine Thousand Five Hundred Seventeen Dollars and Two Cents ($2,409,517.02), subject to the adjustments set forth in this Agreement, including without limitation in Sections 2.3 and 2.4 hereof. Buyer shall pay the Purchase Price by delivery in the following manner:

     (a) $1,959,517.02 in cash by wire transfer at Closing to Sellers, provided that Buyer may require that a portion of such amount be paid directly to holders of Liens who are to be paid off by Sellers at Closing; and

     (b) $450,000 (the “Escrow Funds”) in cash by wire transfer at Closing to U.S. Bank National Association (the “Escrow Agent”), to be held under an escrow agreement in substantially the form of Exhibit A (the “Escrow Agreement”), said Escrow Funds to be paid to Sellers on the one (1) year anniversary of the Closing Date in accordance with the Escrow Agreement but subject to the terms and conditions described in this Agreement, including, without limitation, in Sections 2.3, 2.4 and 6.7 hereof.

      Section 2.3. Net Current Assets Adjustment to Purchase Price.

     (a) Estimated Net Current Assets. Within sixty (60) days following the Closing Date, Buyer will prepare, or cause to have prepared, and deliver to Sellers a balance sheet of the Business (the “Final Balance Sheet”) and a statement of the Net Current Assets of the Business as of the Closing Date. As prepared by Buyer, this statement of the Net Current Assets shall be referred to as the “Estimated Net Current Assets.” The Estimated Net Current Assets shall be prepared using substantially the same principles and methodologies used by Sellers in the preparation of the Financial Statements.

     (b) Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the Accountants, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellers.

     (c) Access to Information. Solely in connection with the preparation of the Estimated Net Current Assets and the Final Net Current Assets:

     (i) Buyer shall give Sellers and their accountants reasonable access to the books and records of the Business, and shall cause employees of the Business to cooperate with them and provide them with all information reasonably requested, all after receiving reasonable notice from them of their requirements and reaching agreement as to mutually convenient times for review; and

     (ii) Buyer and the Seller Parties, to the extent within their respective control, shall give to each other and their agents access to the books, financial records, work papers and other materials and documents used or produced in connection with the preparation of the Estimated Net Current Assets and the Final Net Current Assets.

     (d) Final Net Current Assets. In the event that the Final Net Current Assets are less than Two Hundred Eighteen Thousand Eight Hundred Twenty-Nine and 79/100 Dollars ($218,829.79) (the difference is referred to as a “Reduction in Net Current Assets”), the Seller Parties shall be jointly and severally liable for such difference as a reduction in the cash portion of the Purchase Price. Buyer shall be entitled to set-off the amount of such Reduction in Net Current Assets from the Escrow Funds in accordance with Section 6.7 of this Agreement, and, to the extent the Reduction in Net Current Assets exceeds the amount of the Escrow Funds then available under the Escrow Agreement, the Seller Parties shall pay the difference to Buyer within (10) days after receipt of written demand therefor. In the event that the Final Net Current Assets are greater than Two Hundred Eighteen Thousand Eight Hundred Twenty-Nine and 79/100 Dollars ($218,829.79) (the excess is referred to as an “Excess in Net Current Assets”), the Purchase Price shall be increased by such difference. Buyer shall pay to Seller by wire transfer an amount equal to the Excess in Net Current Assets within ten (10) days following the determination of Final Net Current Assets.

      Section 2.4. Accounts Receivable Adjustment to Purchase Price.

     (a) Receivable Shortfall. Buyer and the Seller Parties agree that the Purchase Price payable to Sellers shall be reduced to the extent that the Accounts Receivable have not been collected by Buyer within ninety (90) days following the Closing Date (the “Collection Period”).

     (b) Adjustment to Purchase Price. Within sixty (60) days following the end of the Collection Period, Buyer shall prepare and furnish to Sellers a statement setting forth the Accounts Receivable and all payments made thereon, calculated as of the end of the Collection Period, and the amount, if any, owing from the Seller Parties pursuant to Section 2.4(a) (a “Receivable Shortfall”). The Seller Parties shall be jointly and severally liable for the Receivable Shortfall. Buyer shall set-off the Receivable Shortfall from the Escrow Funds in accordance with Section 6.7 and, to the extent the amount of the Receivable Shortfall exceeds the amount of the Escrow Funds then available under the Escrow Agreement, the Seller Parties shall pay the difference to Buyer within (10) days after receipt of written demand therefor. Upon payment of the Receivable Shortfall, Buyer shall assign to Seller those Accounts Receivable which were uncollected at the end of the Collection Period.

     (c) Collection of Accounts Receivable. Between the Closing Date and the end of the Collection Period, Buyer shall use reasonable efforts consistent with its usual and customary collection practices to collect the Accounts Receivable, provided that Buyer shall not be obligated to resort to litigation.

      Section 2.5. Buyer’s Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, and in further consideration of the transfer of the

Purchased Assets, at the Closing Buyer shall assume only those duties, liabilities or obligations of Sellers included in the Assumed Liabilities.

      Section 2.6. Closing. The Closing shall take place (via facsimile, telephone, mail and other mutually acceptable means of communication and delivery) simultaneously at the offices of Buyer’s counsel, Shipman & Goodwin LLP in Hartford, Connecticut and Sellers’ counsel, Devorsetz, Stinziano, Gilberti, Heintz and Smith, P.C. on the date hereof or at such other time and location as the parties hereto shall agree in writing.

      Section 2.7. Deliveries by Seller, Trust and Lewis at Closing. At the Closing, Sellers shall convey, transfer, assign and deliver to Buyer all of the Purchased Assets, including good and merchantable title to all personal property included therein, free and clear of all Liens (except Permitted Liens). The Seller Parties shall deliver to Buyer:

     (a) The Escrow Agreement fully executed by Sellers and Escrow Agent;

     (b) An opinion of the Seller Parties’ general counsel and special Nevada counsel, dated the Closing Date with respect to the matters set forth in Exhibit B to this Agreement;

     (c) Evidence of authorization to change the names of each of the Seller Parties to remove from such names the words “Omega” and “Tri-Core”, and documents sufficient to effectuate such change and to convey all rights in the names Omega, Omega Systems, Tri-Core and Tri-Core Systems to Buyer;

     (d) Bill of Sale in the form of Exhibit C, and such assignments and other instruments of transfer as may be reasonably satisfactory to Buyer’s counsel, and with such consents to the conveyance, transfer and assignment thereof as may be necessary to effect the conveyance, transfer, assignment and delivery of the Purchased Assets and to vest in Buyer the title specified in this Section and to assure to Buyer the full benefit of the Purchased Assets, including without limitation:

     (i) the transfer of all registered Proprietary Rights of Sellers (as such term is defined in Section 3.14 hereof) and applications therefor; and

     (ii) the consents listed on Schedule 3.3;

     (e) Releases of all Liens (other than Permitted Liens) on the Purchased Assets, including, without limitation, a pay-off letter and security interest and escrow releases from Robert Sadler;

     (f) The Lease Agreement between Lewis and Buyer with respect to 128 West Main Street, Dryden, New York 13053 (the “Lease”), in the form attached hereto as Exhibit D, fully executed by Lewis (the “Lease );

     (g) Good Standing Certificates of recent date for Sellers from the Secretary of State of the State of Nevada;

     (h) The Employment Agreement in the form attached hereto as Exhibit E, fully executed by Lewis;

     (i) Member’s Certificates with respect to certain organizational matters of each Seller, in form and substance satisfactory to Buyer; and

     (j) A Certificate of the Trustees of each Trust with respect to certain organizational matters of such Trust, in form and substance satisfactory to Buyer.

     In connection with Closing, Buyer is requiring all employees of Sellers to be hired by Buyer to enter into Buyer’s standard form of NDA/Invention assignment agreement. Simultaneously with the delivery referred to in this Section, the Seller Parties shall take or cause to be taken all such actions as may reasonably be required to put Buyer in actual possession and operating control of the Purchased Assets.

      Section 2.8. Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver to the Sellers:

     (a) The Escrow Agreement fully executed by Buyer;

     (b) Assumption Agreement in the form attached hereto as Exhibit F, fully executed by Buyer, pursuant to which Buyer assumes, as of the Closing Date, the Assumed Liabilities;

     (c) The Lease, fully executed by Buyer;

     (d) In accordance with Section 2.2(a) of this Agreement, Buyer shall deliver to Sellers an amount equal to $1,959,517.02, constituting the cash portion of the Purchase Price;

     (e) In accordance with Section 2.2(b) of this Agreement, Buyer shall deliver to the Escrow Agent $450,000, constituting the Escrow Funds; and

     (f) the Employment Agreement in the form attached hereto as Exhibit E, fully executed by Buyer.

      Section 2.9. Allocation of Purchase Price. The parties agree that the Purchase Price, along with the Assumed Liabilities, shall be allocated among the Purchased Assets as determined by Buyer based upon allocation principles which are reasonable and consistent with applicable law; provided that $5,000 of the cash portion of the Purchase Price shall be allocated to the non-competition covenants contained in Section 5.7 hereof and $9,600 of the cash portion of the Purchase Price shall be allocated to tangible personal property. Buyer shall provide Sellers with a draft allocation schedule within one hundred eight (180) days following the Closing Date. Each party agrees that it shall not take any position that varies from or is inconsistent with the agreed allocation in any filing made by such party with the Internal Revenue Service (“IRS”) or any other governmental or regulatory authority.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

     The Seller Parties hereby jointly and severally represent and warrant to Buyer as follows:

      Section 3.1. Organization and Power. Each Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Nevada. Sellers have full power and authority to own their properties and conduct the business presently being conducted by them. Each Trust is a duly established trust and is validly subsisting, Lewis is the sole trustee of each Trust, and as trustee, Lewis has all the necessary power, authority and capacity to enter into this Agreement and consummate the transactions contemplated by this Agreement on behalf of the Trusts. Each Seller Party each has full legal power, authority and capacity to execute this Agreement and to consummate the transactions contemplated by this Agreement.

      Section 3.2. Authorization. The execution, delivery and performance of this Agreement by Sellers have been duly authorized and approved by all requisite action on the part of their managers and members. This Agreement constitutes the valid and binding obligation of each of the Seller Parties and is enforceable against each of the Seller Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors’ rights generally and by equitable principles.

      Section 3.3. No Conflict. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not (a) violate any law, judgment, order, decree statute, ordinance, rule or regulation applicable to any Seller Party, or any permit, license or approval of any Governmental Entity, (b) conflict with any provision of either Seller’s articles of organization (or equivalent) or operating agreement, (c) conflict with any Trust’s declaration or agreement of trust (or equivalent instrument), (d) result in any violation of, and will not conflict with, or result in a breach of any terms of, or constitute a default under, any mortgage, license, instrument or agreement to which any Seller Party is a party or by which any Seller Party or any of the Purchased Assets is bound or create any Lien upon any of the Purchased Assets, or (e) except as set forth on Schedule 3.3, require any notice to, or consent, approval, order or authorization of, or the registration, declaration or filing with, any Governmental Entity or other Person.

      Section 3.4. Title to Purchased Assets. (a) Sellers have good, valid and marketable title to all of the Purchased Assets, free and clear of all Liens, except those Liens set forth on Schedule 3.4 (“Permitted Liens”). No other party has any rights or claims to possession of any of the Purchased Assets. None of the Purchased Assets are subject to any option, contract, arrangement or understanding that would restrict Sellers’ ability to transfer the Purchased Assets to Buyer as contemplated herein. The Purchased Assets constitute all assets, rights and properties used by Sellers to operate, or necessary to operate the Business as operated by Sellers prior to Closing. No Related Person (including, without limitation, the Trusts or Lewis) owns, leases or licenses assets, properties or other rights used in the conduct of the Business. All employees engaged in conducting the Business are employees of Sellers.

     (b) Without limiting the generality of Section 3.4(a), Omega Systems of North America Inc. and Tri-Core Systems Inc. (together, the “Predecessor Corporations”) were initially formed by Lewis to engage in the Business, were owned by the parties and in the percentages set forth on Schedule 3.4(b) and engaged in the Business until Lewis determined to operate instead through limited liability companies, whereupon all of the assets and properties of such entities were fully and properly transferred and assigned to Sellers, such that Sellers legally and properly succeeded to all of the assets, properties, rights and business of the Predecessor Corporations. The names listed on Schedule 3.4(b) have been incorrectly used from time to time in documents, records and other contexts to refer the Predecessor Corporations, Sellers or the Trusts, but no entities having such names in fact ever existed.

      Section 3.5. Condition of Purchased Assets. As of the Closing, all of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof immediately prior to Closing in the ordinary and usual course of business by Sellers.

      Section 3.6. Financial Statements. Sellers have delivered to Buyer financial information respecting Sellers (the “Financial Statements”), as follows: (i) the Reference Date Balance Sheet, a copy of which is attached hereto as Schedule 3.6; (ii) unaudited, consolidated profit and loss statements of Sellers for the year ended as of the Reference Date; (iii) unaudited, consolidated balance sheet for Sellers as of June 30, 2004; and (iv) unaudited, consolidated profit and loss statements for Sellers for the 6 months ended June 30, 2004. The Financial Statements were prepared by Sellers in accordance with Sellers’ past practices and consistently applied methodologies and fairly present the financial position and results of operations of Sellers for the periods then ended and the financial position of Sellers at the dates thereof, all on a cash basis. Sellers’ books of account are and, during the periods covered by the Financial Statements were, correct and complete in all material respects, fairly and accurately reflect or reflected the income, expenses, assets and liabilities of Sellers, including the nature thereof and the transactions giving rise thereto (where applicable, on a cash basis), and provide or provided a fair and accurate basis for the preparation of the Financial Statements.

      Section 3.7. Accounts Receivable; Credits. The Accounts Receivable recorded on the books of Sellers are bona fide and good, and are collectible in the amounts shown on the books of account of Sellers. No Account Receivable has been released by Sellers, in whole or in part, so as to reduce its value. There are no outstanding customer credits or allowances (including allowances for bad debts) which have been authorized by Sellers prior to the Closing Date.

      Section 3.8. Pre-Bill. Sellers have not pre-billed or received prepayment for products to be sold, services to be rendered, or expenses to be incurred subsequent to the Closing Date, except in the ordinary course of business and consistent with Sellers’ prior practices.

      Section 3.9. Litigation. There is no suit, action or proceeding pending against or affecting the Seller Parties or the employees of Sellers relating to the Business, the Purchased Assets, or the transactions contemplated hereby, nor is there any such suit, action or proceeding

threatened against any Seller Party or any of the employees of Sellers. Sellers and the Business are not subject to any order of a Governmental Entity.

      Section 3.10. Compliance with Law. Except as set forth on Schedule 3.10, Sellers have all necessary licenses, permits and other approvals of Governmental Entities necessary to operate the Business as now conducted, each of which is in good standing, and Sellers have conducted the Business and properly filed all necessary reports in accordance with applicable laws and regulations.

      Section 3.11. Absence of Undisclosed Liabilities. Sellers do not have any liabilities or obligations, either accrued, contingent or otherwise, which are not reflected in (i) the Reference Date Balance Sheet or (ii) this Agreement or the Schedules hereto, except as have been incurred in the ordinary course of business since the Reference Date.

      Section 3.12. Absence of Certain Changes. Since the Reference Date, neither Sellers nor the Business have or will have as of the Closing:

     (a) suffered any adverse change in its financial condition, assets, liabilities, net worth or business from that shown on the Reference Date Balance Sheet that, either individually or in the aggregate, has had a Material Adverse Effect;

     (b) suffered any damage, destruction or loss, whether or not covered by insurance, adversely affecting their properties or the Business;

     (c) declared or made or agreed to declare or make any distributions of any assets of any kind whatsoever, including without limitation any distribution of cash to Trusts;

     (d) mortgaged, pledged, hypothecated or otherwise encumbered any of their material assets, tangible or intangible;

     (e) sold or transferred any of their assets, property or rights, or canceled or agreed to cancel any of their debts or claims, except for fair value, in the ordinary course of business;

     (f) suffered any M