SHARE PURCHASE AND MEMBERSHIP PURCHASE AGREEMENT

Exhibit 10.1

SHARE PURCHASE AND MEMBERSHIP PURCHASE AGREEMENT

by and between

ANTHONY WARNECKE, AS SOLE SHARE HOLDER OF WARNECKE DESIGN SERVICE, INC.,

and

ANTHONY WARNECKE, AS SOLE MEMBER OF WARNECKE RENTALS, L.L.C.,

as Seller,

and

INCODE TECHNOLOGIES CORPORATION,

and

INSEQ STEEL CORPORATION,

collectively, as Purchaser,

Dated as of April 4, 2005

V.4.1.05

<PAGE>

SHARE PURCHASE AND MEMBERSHIP AGREEMENT

THIS AGREEMENT is made as of the 4th day of April, 2005

AMONG:

INCODE TECHNOLOGIES CORPORATION, a company formed pursuant to the

laws of the State of Nevada and having an office for business

located at 111 Howard Street, Suite 108, Mount Arlington, New

Jersey 07856 (referred to herein individually as "Incode" or the

"Purchaser")

AND:

INSEQ STEEL CORPORATION, a company formed pursuant to the laws of

the State of Delaware and having an office for business located

at 111 Howard Street, Suite 108, Mount Arlington, New Jersey

07856 (referred to herein individually as "INSEQ")

AND:

ANTHONY WARNECKE, AS SOLE SHARE HOLDER OF WARNECKE DESIGN

SERVICE, INC., a company formed pursuant to the laws of the State

of Ohio, and having an office for business located at 151

Progressive Drive, P.O. Box 476, Ottoville, Ohio 45876 (referred

to herein as "Warnecke as the "Seller")

AND:

ANTHONY WARNECKE, AS SOLE MEMBER OF WARNECKE RENTALS, L.L.C.., a

limited liability company formed pursuant to the laws of the

State of Ohio, and having an office for business located at 151

Progressive Drive, P.O. Box 476, Ottoville, Ohio 45876 (referred

to herein as "Warnecke " as the "Seller")

WHEREAS:

A. Incode was formed to acquire, develop and commercialize innovative

subscription-based eBusinesses and plans to build a successful

portfolio of diversified eBusinesses with integrated on- and off-line

operations, including, as relevant here, an online steel products

distribution portal;

B. INSEQ is a wholly owned subsidiary of Incode that was formed to acquire

and consolidate a number of compatible steel and other metal products

companies;

C. WARNECKE DESIGN SERVICE, INC. is engaged in the business of designing,

fabricating, distributing and maintaining steel and other metal

products (the "Business") incidental to which it has certain assets

including but not limited to the following:

(a) Accounts receivable, inventories, prepaid expenses and other

miscellaneous assets;

(b) Certain equipment and vehicles;

(c) Certain computer equipment and fixtures, furniture and the

like;

(d) Certain telephone and facsimile numbers; and,

D. The Purchaser desires to purchase and acquire and ANTHONY WARNECKE, AS

SOLE SHARE HOLDER OF WARNECKE DESIGN SERVICE, INC. desires to sell,

convey, assign and transfer, or cause to be sold, conveyed, assigned

and transferred, to the Purchaser, all of the Seller's shares of

WARNECKE DESIGN SERVICE, INC., and the Board of Directors of Purchaser

deem it advisable that WARNECKE DESIGN SERVICE, INC. become a wholly-

owned subsidiary of INSEQ (the "Acquisition") pursuant to this

Agreement.

E. WARNECKE RENTALS, L.L.C. is engaged in the business of owning

commercial rental real estate.

F. The Purchaser desires to purchase and acquire and ANTHONY WARNECKE, AS

SOLE MEMBER OF WARNECKE RENTALS, L.L.C. desires to sell, convey, assign

and transfer, or cause to be sold, conveyed, assigned and transferred,

to the Purchaser, all of the Seller's Membership interest in and to

WARNECKE RENTALS, L.L.C. and the Board of Directors of Purchaser and

deem it advisable that WARNECKE RENTALS, L.L.C. become a wholly-owned

subsidiary of INSEQ (the "Acquisition") pursuant to this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises

and the mutual covenants, agreements, representations and warranties

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto hereby agree

as follows:

ARTICLE I

DEFINITIONS

As used herein, the terms below shall have the following meanings:

(a) "Acquisition" means the Acquisition, at the Closing, of Seller's

shares of WARNECKE DESIGN SERVICE, INC., and Seller's Membership interest in

and to WARNECKE RENTALS, L.L.C. by Purchaser pursuant to this Agreement;

(b) "Acquisition Shares" means 100%, or 50 shares, of WARNECKE

DESIGN SERVICE INC.'S issued and outstanding capital stock, and 100%, or one

membership unit, of Warnecke Rentals L.L.C., to be transferred to Purchaser

at Closing pursuant to the terms of this Agreement;

(c) "Agreement" means this share purchase and membership agreement

between Purchaser and Seller;

(d) "Closing" means the completion, on the Closing Date, of the

transactions contemplated hereby in accordance with Article 3 hereof;

(e) "Closing Date" means the day on which all conditions precedent

to the completion of the transaction as contemplated hereby have been satisfied

or waived;

(f) "Seller Accounts Payable and Liabilities" means all accounts

payable and liabilities of WARNECKE DESIGN SERVICE, INC., and WARNECKE

RENTALS, L.L.C., due and owing or otherwise constituting a binding obligation

of WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS, L.L.C. (other than a

WARNECKE DESIGN SERVICE, INC., and/or a WARNECKE RENTALS, L.L.C.'S Material

Contract) as of March 31, 2005 (as attached hereto in Schedule 1(f));

(g) "Seller Accounts Receivable" means all accounts receivable and

other debts owing to WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS,

L.L.C., as of March 31, 2005 (as attached hereto in Schedule 1(g));

(h) "Seller Assets" means all the property and assets of WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. of every kind and

description wheresoever situated including, without limitation, WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Equipment, WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Inventory, WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Material Contracts,

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Accounts

Receivable, WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS, L.L.C.'S

Cash, WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS, L.L.C.'S

Intangible Assets and WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS,

L.L.C.'S Goodwill, and all credit cards, charge cards and banking cards

issued to WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS, L.L.C.;

(i) "Seller Business" means all aspects of the business conducted by

WARNECKE DESIGN SERVICE, INC., and WARNECKE RENTALS, L.L.C.;

(j) "Seller Cash" means all cash on hand or on deposit to the credit

of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. on March 31,

2005;

(k) "Seller Debt to Related Parties" means debts owed by Seller to

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. or to any family

member thereof, or to any director or officer of WARNECKE DESIGN SERVICE,

INC. and\or WARNECKE RENTALS, L.L.C.;

(l) "Seller Equipment" means all machinery, equipment, furniture,

and furnishings used in the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Business (as attached hereto in Schedule 1(l));

(m) "Seller Financial Statements" means, collectively, the unaudited

consolidated financial statements of WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C. for the two fiscal years ended December 31, 2004,

and 2003, and the unaudited consolidated financial statements of WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. for the three month period

ended March 31, 2005 (as attached hereto in Schedule 1(m));

(n) "Seller Goodwill" means the goodwill of the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business together with the

exclusive right of Purchaser to represent itself as carrying on the WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business in succession of

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. subject to the

terms hereof, and the right to use any words indicating that the WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business is so carried on

including the right to use the name "WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C." or "WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C." or any variation thereof as part of the name of or in

connection with the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Business or any part thereof carried on or to be carried on by

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., the right to all

corporate, operating and trade names associated with the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business, or any variations of

such names as part of or in connection with the WARNECKE DESIGN SERVICE, INC.

and WARNECKE RENTALS, L.L.C.'S Business, all telephone listings and telephone

advertising contracts, all lists of customers, books and records and other

information relating to the WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C.'S Business, all necessary licenses and authorizations and any

other rights used in connection with the WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S Business;

(o) "Seller Insurance Policies" means the public liability insurance

and insurance against loss or damage to the WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S Assets and the WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S Business as described in Schedule 1(o) hereto;

(p) "Seller Intangible Assets" means all of the intangible assets of

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., including,

without limitation, WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Goodwill, all trademarks, logos, copyrights, designs, and other

intellectual and industrial property of WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C. (as attached hereto in Schedule 1(p));

(q) "Seller Inventory" means all inventory and supplies of the

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business as of

the Closing Date (as attached hereto in Schedule 1(q));

(r) "Seller Material Contracts" means the burden and benefit of and

the right, title and interest of WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C. in, to and under all trade and non-trade contracts,

engagements or commitments, whether written or oral, to which WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. are entitled in connection with

the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business

whereunder WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. is

obligated to pay or entitled to receive the sum of $10,000 or more including,

without limitation, any pension plans, profit sharing plans, bonus plans,

loan agreements, security agreements, indemnities and guarantees, any

agreements with employees, lessees, licensees, managers, accountants,

suppliers, agents, distributors, officers, directors, attorneys or others

which cannot be terminated without liability on not more than one month's

notice, each as set forth on Schedule 1(r));

(s) "Seller Real Property" means a complete list of (i) all real

property and interests in real property owned in fee by WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. (individually, a "WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Owned Property" and

collectively, the "WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Owned Properties"), and (ii) all real property and interests in real

property leased by WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.

as lessee or lessor, set forth on Schedule 1(s);

(t) "Seller Related Party Debts" means the debts owed by ANTHONY

WARNECKE or by any family member thereof, or by any affiliate, director or

officer of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. or

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. to WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.; and

(u) "Seller Shares" means all of the issued and outstanding shares

of WARNECKE DESIGN SERVICE, INC.'S equity stock.

Any other terms defined within the text of this Agreement will have the

meanings so ascribed to them.

Section 1.2 Captions and Section Numbers

The headings and section references in this Agreement are for convenience of

reference only and do not form a part of this Agreement and are not intended

to interpret, define or limit the scope, extent or intent of this Agreement

or any provision thereof.

Section 1.3 Section References and Schedules

Any reference to a particular "Article", "section", "paragraph", "clause" or

other subdivision is to the particular Article, section, clause or other

subdivision of this Agreement and any reference to a Schedule by letter will

mean the appropriate Schedule attached to this Agreement and by such

reference the appropriate Schedule is incorporated into and made part of this

Agreement.

Section 1.4 Severability of Clauses

If any part of this Agreement is declared or held to be invalid for any

reason, such invalidity will not affect the validity of the remainder which

will continue in full force and effect and be construed as if this Agreement

had been executed without the invalid portion, and it is hereby declared the

intention of the parties that this Agreement would have been executed without

reference to any portion which may, for any reason, be hereafter declared or

held to be invalid.

ARTICLE II

THE ACQUISITION

Section 2.1 Purchase and Sale of Stock

Seller hereby agrees to sell to Purchaser the Acquisition Shares of WARNECKE

DESIGN SERVICE, INC. and his Membership interest in WARNECKE RENTALS, L.L.C.

in exchange for the Purchase Price hereunder on the Closing Date and to

transfer to Purchaser on the Closing Date a 100% undivided interest in and to

the Acquisition Shares and Membership Interest free from all liens,

mortgages, charges, pledges, encumbrances or other burdens with all rights

now or thereafter attached thereto.

Section 2.2 Purchase Price

In consideration for the Acquisition Shares of WARNECKE DESIGN SERVICE, INC.

and the Membership Interest of Seller in WARNECKE RENTALS, L.L.C.'S, the

Purchaser shall: (a) pay to the Seller at the Closing of the Acquisition the

sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000) in cash by wire transfer of

immediately available funds; and (b) issue to WARNECKE DESIGN SERVICE, INC.

and ANTHONY WARNECKE a convertible term note, with a term of thirty-six

months, in the principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS

($1,500,000) and bearing interest at prime plus one, the proceeds of which

are to be applied to the pay off of Warnecke's existing debt and the

elimination of Anthony Warnecke's various personal guarantees.

ARTICLE III

THE CLOSING

Section 3.1 Closing

The consummation of the transactions contemplated by this Agreement (the

"Closing") shall take place on or about April 15, 2005 at (i) the offices of

Purchaser's attorney or, (ii) if requested by the Purchaser at least two (2)

business days prior to the Closing, at the Purchaser's place of business (the

date of the Closing being herein referred to as the "Closing Date").

Section 3.2 Deliveries at Closing

(a) At the Closing, the Seller shall deliver to the Purchaser:

(i) duly executed instruments or other evidence sufficient

to transfer to Purchaser the Acquisition Shares and Membership Interest;

(ii) the Acquisition Shares and Membership Interest free and

clear of all mortgages, liens, charges, pledges, security interests,

encumbrances or other claims whatsoever;

(iii) an employment agreement, substantially in the form of

Exhibit A attached hereto, duly executed by ANTHONY WARNECKE;

(iv) all opinions, certificates and other instruments and

documents required by the terms of this Agreement to be delivered by Seller

at or prior to Closing or otherwise required in connection with the

Acquisition.

(b) At the Closing, the Purchaser shall deliver to the Seller:

(i) the cash portion of the Purchase Price by wire transfer in

immediately available funds paid in accordance with the Purchase Price

provisions hereof;

(ii) the convertible term note issued to WARNECKE DESIGN

SERVICE, INC. in accordance with the Purchase Price provisions hereof

attached hereto as Exhibit I; and,

(iii) all documents required to be delivered by Purchaser to

Seller at or prior to the Closing Date in connection with this Agreement.

Section 3.3 Post-Closing Matters

Forthwith after the Closing, the parties, as the case may be, agree to use

all their best efforts to:

(a) issue a news release reporting the Closing;

(b) file a Form 8K with the Securities and Exchange Commission

disclosing the terms of this Agreement within 4 days of the Closing and, not

more than 60 days following the filing of the Form 8K, file and amended Form

8K which includes the financial statements of WARNECKE DESIGN SERVICE, INC.

and WARNECKE RENTALS, L.L.C. as well as pro forma financial information of

Purchaser and WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. as

required by Item 310 of Regulation SB as promulgated by the Securities and

Exchange Commission.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller hereby represents and warrant in all material respects to Purchaser,

with the intent that it will rely thereon in entering into this Agreement and

in approving and completing the transactions contemplated hereby, that:

Section 4.1 Company Status and Capacity

(a) Formation. WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C. are companies duly formed and validly subsisting under the laws of the

State of Ohio;

(b) Carrying on Business. WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C. are duly authorized to carry on such business, in good

standing in Ohio and such other jurisdictions where the nature of its

business requires it to be so authorized (such certificates of authority and

good standing are included herewith in Exhibit J), except where the failure

to be so authorized would not have a Material Adverse Effect. The nature of

the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business

does not require WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.

to register or otherwise be qualified to carry on business in any other

jurisdictions;

(c) Legal Capacity. WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C. have the legal power, capacity and authority to own WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Assets, to carry on the

Business of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. have the legal

capacity to carry on its business and operations. Seller has the legal power,

capacity and authority to enter into and complete this Agreement;

(d) Subsidiaries. Neither WARNECKE DESIGN SERVICE INC. nor WARNECKE

RENTALS, L.L.C. has any Subsidiaries.

Section 4.2 WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. -

Capitalization

(a) Authorized Capital. The authorized capital of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS L.L.C. consists of 50 shares of capital

stock and one membership unit, respectively;

(b) Ownership of WARNECKE DESIGN SERVICE, INC. Shares and WARNECKE

RENTALS, L.L.C. Membership. The issued and outstanding share capital of

WARNECKE DESIGN SERVICE, INC. will on Closing consist of 50 shares of capital

stock (being the Seller Shares) which shares on Closing shall be validly

issued and outstanding as fully paid and non-assessable shares. The interest

of Seller in WARNECKE RENTALS L.L.C. will consist of one membership unit,

respectively (being the Seller's Membership Interest), which Membership

Interest on Closing shall be a valid fully paid and non-assessable

Membership. Seller will be at Closing the registered and beneficial owner of

the WARNECKE DESIGN SERVICE, INC. Shares. The Seller Shares will on Closing

be free and clear of any and all liens, charges, pledges, encumbrances,

restrictions on transfer and adverse claims whatsoever. Seller will be at

Closing the registered and beneficial owner of the only Membership Interest

in WARNECKE RENTALS L.L.C. The Seller's Membership Interest will on Closing

be free and clear of any and all liens, charges, pledges, encumbrances,

restrictions on transfer and adverse claims whatsoever;

(c) No Option, Warrant or Other Right. No person, firm or corpor-

ation has any agreement, option, warrant, preemptive right or any other right

capable of becoming an agreement, option, warrant or right for the

acquisition of Seller Shares held by Seller or for the purchase, subscription

or issuance of any of the unissued shares in the capital of Seller. No

person, firm or corporation has any agreement, option, warrant, preemptive

right or any other right capable of becoming an agreement, option, warrant or

right for the acquisition of Seller's Membership Interest;

(d) No Restrictions. There are no restrictions on the transfer, sale

or other disposition of Seller Shares or Membership Interest contained in the

charter documents of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C. or under any agreement;

Section 4.3 WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. -

Records and Financial Statements

(a) Charter Documents. The charter documents of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. have not been altered since its

formation date, except as filed in the record books of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.;

(b) Minute Books. The minute books of WARNECKE DESIGN SERVICE, INC.

and WARNECKE RENTALS, L.L.C. are complete and each of the minutes contained

therein accurately reflect the actions that were taken at a duly called and

held meeting or by consent without a meeting. All actions by WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. which require director or

shareholder approval are reflected on the corporate minute books of WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. Neither WARNECKE DESIGN

SERVICE, INC. and/or WARNECKE RENTALS, L.L.C. are in violation or breach of,

or in default with respect to, any term of its Certificate of Incorporation

(or other charter documents) or by-laws.

(c) WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S

Financial Statements. The WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Financial Statements will present fairly, in all material respects,

the assets and liabilities (whether accrued, absolute, contingent or

otherwise) of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. as

of the date thereof, and the sales and earnings of the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business during the periods

covered thereby, in all material respects, and have been prepared in

substantial accordance with generally accepted accounting principles

consistently applied;

(d) WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S

Accounts Payable and Liabilities. There are no material liabilities,

contingent or otherwise, of WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C. which will not be reflected in the WARNECKE DESIGN SERVICE,

INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements, except those

incurred in the ordinary course of business since the date of the WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements, and

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. have not

guaranteed or agreed to guarantee any debt, liability or other obligation of

any person, firm or corporation;

(e) WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S

Accounts Receivable. All the WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C.'S Accounts Receivable result from bona fide business

transactions and services actually rendered without, to the knowledge and

belief of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., any

claim by the obligor for set-off or counterclaim;

(f) No Debt to Related Parties. Except as disclosed in the WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements,

Seller is not and on Closing will not be, indebted to WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C., nor to any director or officer of

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. or WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. except accounts payable on account

of bona fide business transactions of WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C. incurred in normal course of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business, including employment

agreements with WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.,

none of which are more than 60 days in arrears;

(g) No Related Party Debt to WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.. Except as set forth in the WARNECKE DESIGN SERVICE,

INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements, no WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. Shareholder or Member nor any

director or officer of WARNECKE DESIGN SERVICE, INC. and/or WARNECKE RENTALS,

L.L.C. is now indebted to or under any financial obligation to WARNECKE

DESIGN SERVICE, INC. and/or WARNECKE RENTALS, L.L.C. on any account

whatsoever, except for advances on account of travel and other expenses;

(h) No Dividends. No dividends or other distributions on any shares

in the capital of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.

have been made, declared or authorized since the date of the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements;

(i) No Payments. No payments of any kind have been made or

authorized since the date of the WARNECKE DESIGN SERVICE, INC. and WARNECKE

RENTALS, L.L.C.'S Financial Statements to or on behalf of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. or to or on behalf of officers,

directors, shareholders or employees of WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C. or under any management agreements with WARNECKE

DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., except payments made in

the ordinary course of business and at the regular rates of salary or other

remuneration payable to them;

(j) No Pension Plans. There are no pension, profit sharing, group

insurance or similar plans or other deferred compensation plans affecting

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., except as set

forth in the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S

Financial Statements;

(k) No Adverse Events. Since the date of the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Financial Statements:

(i) there has not been any material adverse change in the

consolidated financial position or condition of WARNECKE DESIGN SERVICE, INC.

and WARNECKE RENTALS, L.L.C., their liabilities or the WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Assets or any damage, loss or

other change in circumstances materially affecting WARNECKE DESIGN SERVICE,

INC. and WARNECKE RENTALS, L.L.C., the WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S Business or the WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S Assets or WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C.'S right to carry on the WARNECKE DESIGN SERVICE,

INC. and WARNECKE RENTALS, L.L.C.'S Business, other than changes in the

ordinary course of business,

(ii) there has not been any damage, destruction, loss or

other event (whether or not covered by insurance) materially and adversely

affecting WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C., the

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business or the

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Assets,

(iii) there has not been any material increase in the

compensation payable or to become payable by WARNECKE DESIGN SERVICE, INC.

and/or WARNECKE RENTALS, L.L.C. to Seller, to any director, officer, or

agent of WARNECKE DESIGN SERVICE, INC. and/or WARNECKE RENTALS, L.L.C. or any

bonus or payment made to or with any of them;

(iv) the WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C.'S Business has been and continues to be carried on in the ordinary

course,

(v) WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C. has not waived or surrendered any right of material value,

(vi) WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C. has not discharged or satisfied or paid any lien or encumbrance or

obligation or liability other than current liabilities in the ordinary course of

business.

Section 4.4 WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. -

Income Tax Matters

(a) Tax Returns. All tax returns and reports of WARNECKE DESIGN

SERVICE, INC. and WARNECKE RENTALS, L.L.C. required by law to be filed have

been filed and are true, complete and correct, and any taxes payable in

accordance with any return filed by WARNECKE DESIGN SERVICE, INC. and

WARNECKE RENTALS, L.L.C. or in accordance with any notice of assessment or

reassessment issued by any taxing authority have been so paid;

(b) Current Taxes. Adequate provisions have been made for taxes

payable for the current period for which tax returns are not yet required to

be filed and there are no agreements, waivers, or other arrangements

providing for an extension of time with respect to the filing of any tax

return by, or payment of, any tax, governmental charge or deficiency by

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. Seller is not

aware of any contingent tax liabilities or any grounds which would prompt a

reassessment including aggressive treatment of income and expenses in filing

earlier tax returns;

Section 4.5 WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. -

Applicable Laws and Legal Matters

(a) Licenses. WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS,

L.L.C. hold all licenses and permits as may be requisite for carrying on the

WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C.'S Business in the

manner in which it has heretofore been carried on, which licenses and permits

have been maintained and continue t