SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) executed this [___] day of August 2009 effective as of July 20, 2009, by and among New Media Lottery Services, Inc. , a Delaware corporation, with headquarters located at 1400 Technology Drive, Harrisonburg, VA  22802 (the “ Company ”) and Trafalgar Capital Specialized Investment Fund, FIS (the “ Buyer ”).

WHEREAS , the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”); and

WHEREAS , the parties hereto desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company, up to One Million United States Dollars (US$1,000,000) of secured convertible redeemable debentures (the “ Debentures ”) from time to time as provided herein, such Debentures to be in the form of Exhibit A attached hereto; and

WHEREAS, in connection with the sale of the Debentures, the Company has agreed to issue 2,000,000 shares of its convertible preferred stock (the “ Preferred Shares ”) to the Buyer in accordance with the terms set forth in that certain letter agreement dated July 20, 2009 (the “ Letter Agreement ”) entered into by and between the Company and the Buyer; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Security Agreement (the “ Security Agreement ”) pursuant to which the Company has agreed to provide the Buyer with a security interest in the Pledged Collateral (as defined in the Security Agreement) to secure the Company’s obligations under this Agreement, the Debentures and any other obligations of the Company to the Buyer; and

WHEREAS , this Agreement, the Debentures, the Letter Agreement, the Settlement Escrow Agreement (once executed) and each additional Security Instrument (as defined in Section 5(o) herein below) and any other instrument executed in connection with the transactions contemplated herein and therein are collectively referred to herein as the “ Transaction Documents ”).

NOW, THEREFORE , in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Buyer hereby agree as follows:

1.       PURCHASE AND SALE OF DEBENTURES .

(a)            Purchase of Debentures .  Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, at the sole option of the Company, the Company hereby agrees to sell and issue to the Buyer and the Buyer hereby agrees to purchase from the Company, up to One Million United States Dollars (US$1,000,000) of Debentures, based upon Draw Downs (as set forth in Section 2(c) hereof) that may be delivered by the Company and accepted by the Buyer, in the Buyer’s sole and absolute discretion, from time to time during the Commitment Period until the aggregate amount of Debentures purchased under this Agreement and the Letter Agreement equals One Million United States Dollars (US$1,000,000).  The parties acknowledge and agree that the Buyer has already made an initial Draw Down of Three Hundred Thousand United States Dollars (US$300,000) (the “ Commitment Amount ”) pursuant to the terms of the Letter Agreement in exchange for which the Company will issue Three Hundred Thousand United States Dollars (US$300,000) of Debentures as of the Closing Date (the “ Original Debentures ”).  The Debentures shall have a maturity date of twenty-four (24) months from the Closing Date (the “ Commitment Period ”).

(b)            Closing Date .  The closing of the purchase and sale of the Original Debentures (the “ Closing ”) shall be effective as of July 20, 2009 (the “ Closing Date ”).

(c)            Draw Downs .  Upon the terms and conditions set forth herein, on any Trading Day during the Commitment Period on with the conditions set forth in Section 6(b) and 6(c) hereof have been satisfied, the Company may exercise a Draw Down by the delivery of a Draw Down Notice to the Buyer.  Each Draw Down Notice shall be subject to acceptance by Buyer as set forth in Section 2(c) hereof.  A “ Trading Day ” shall mean any day during which the New York Stock Exchange shall be open for business.

(d)            Currency Adjustment .  The Debentures shall contain provisions that provide that in the event the Euro strengthens against the U.S. Dollar during the life of the Debentures, the Buyer shall be afforded an adjustment to compensate for any such movement in either conversions or redemptions.

2.            MECHANICS OF DRAW DOWNS .

(a)            Draw Down Notice .  On any Trading Day during the Commitment Period, the Company may deliver a Draw Down Notice to the Buyer, subject to the satisfaction of the conditions set forth in Section 6(b), specifying the aggregate dollar amount of Debentures the Company is requesting be purchased by Buyer with respect to a given Draw Down (the “ Investment Amount ”).

(b)            Date of Delivery of Draw Down Notice .  A Draw Down Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Buyer if such notice is received prior to 3:00 p.m., Eastern Standard time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 3:00 p.m., Eastern Standard time, on a Trading Day or at any time on a day which is not a Trading Day.  No Draw Down Notice may be deemed delivered on a day that is not a Trading Day.

(c)           Acceptance of Draw Down Debentures Issuable .  Buyer shall accept or reject, in its sole and absolute discretion, each Draw Down Notice by delivering written notice of such acceptance or rejection with five (5) calendar days of receiving the Draw Down Notice (the “ Acceptance Period ”).  If Buyer fails to accept or reject a Draw Down Notice within the above Acceptance Period, such Draw Down Notice shall be deemed rejected.

(d)           Settlement Escrow Agreement .  If a Draw Down Notice is accepted by Buyer pursuant to Section 2(c) above, the Company, the Buyer and K&L Gates LLP (or another third party to be selected by the Buyer) (the “ Escrow Agent ”) shall enter into an Escrow Agreement with respect to the applicable Settlement (defined below) in substantially the same the form as that attached hereto as Exhibit B (the “ Escrow Agreement ”) pursuant to which the Escrow Agent shall accept, hold and disburse funds deposited with it in accordance with the terms of the Escrow Agreement.

(e)           Settlements; Issuance of Original Debentures .

(i)           On the date hereof, the Company shall issue the Original Debentures in the principal sum of Three Hundred Thousand United States Dollars (US$300,000).

(ii)           Subject to the provisions of Section 6(c), within five (5) calendar days of Buyer accepting a Draw Down Notice (each such date, a “ Settlement Date ”) the Company shall, unless otherwise instructed by the Buyer, issue Debentures in the principal sum of the applicable Investment Amount to be purchased by the Buyer on such Settlement Date (the “ Draw Down Debentures ”) and, upon receipt of such Draw Down Debentures, the Buyer shall deliver the applicable Investment Amount representing the Draw Down Debentures to be purchased on such Settlement Date by wire transfer of immediately available funds to the Escrow Agent on or before the Settlement Date for disbursement pursuant to the Escrow Agreement (each closing with respect to Draw Down Debentures shall be referred to as, a “ Settlement ”).  In addition, on or prior to each such Settlement Date, each of the Company and the Buyer shall deliver all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

(f)            Liquidated Damages .   In the event the applicable Debentures are not timely delivered by the Company on any Settlement Date, the Company will pay the Buyer, as liquidated damages for such failure to deliver and not as a penalty, two percent (2%) of the aggregate Investment Amount for such Debentures for each seven (7) calendar day period, or part thereof, following such failure, in cash, until such Debentures have been delivered.  Such amount may be subtracted by the Buyer from the portion of the Investment Amount otherwise payable by the Buyer with respect to such Debentures.

3.       BUYER’S REPRESENTATIONS AND WARRANTIES .

The Buyer represents and warrants that:

(a)            Investment Purpose .  As of the date hereof, the Buyer is acquiring the Debentures for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, the Buyer reserves the right to dispose of the Debentures at any time in accordance with or pursuant to an available exemption under the 1933 Act.

(b)            Accredited Investor Status .  The Buyer is an “ Accredited Investor ” as that term is defined in Rule 501(a) of Regulation D.

(c)            Reliance on Exemptions .  The Buyer understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire such securities.

(d)            Information .  The Buyer and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information it deemed material to making an informed investment decision regarding its purchase of the Debentures, which have been requested by the Buyer.  The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management.  Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its advisors, if any, or its representatives shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in Section 4 below.  The Buyer understands that its investment in the Debentures involves a high degree of risk.  The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Debentures.

(e)            No Governmental Review .  The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Debentures, or the fairness or suitability of the investment in the Debentures, nor have such authorities passed upon or endorsed the merits of the offering of the Debentures.

(f)            Transfer or Resale .  The Buyer understands that: (A) the Debentures have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder, (ii) such Buyer shall have delivered to the Company an opinion of counsel, in generally acceptable form and substance, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements or (iii) the Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the Debentures can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “ Rule 144 ”), in each case following the applicable holding period set forth therein; (B) any sale of such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (C) neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g)            Legends .  The Buyer understands that the certificates or other instruments representing the Debentures, the Common Stock underlying the Debentures and all securities issued by the Company shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, GENERALLY ACCEPTABLE TO COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend within three (3) business days to the holder of the security upon which it is stamped, if, unless otherwise required by state securities laws: (i) in connection with a sale transaction, provided the securities are registered under the 1933 Act or (ii) in connection with a sale transaction, after such holder provides the Company with an opinion of counsel, which opinion shall be in form, substance and scope reasonably acceptable to counsel for the Company, to the effect that a public sale, assignment or transfer of the securities may be made without registration under the 1933 Act.

(h)            Authorization, Enforcement .  This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i)            Receipt of Documents .  The Buyer and its counsel have received and read in their entirety:  (A) this Agreement and each representation, warranty and covenant set forth herein and the other Transaction Documents; (B) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; and (C) answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

(j)            Due Formation of the Buyer .  The Buyer has been formed and validly exists and has not been organized for the specific purpose of purchasing the Debentures and is not prohibited from doing so.

(k)            No Legal Advice from the Company .  The Buyer acknowledges that it had the opportunity to review this Agreement, the Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax advisors.  The Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

The Company represents and warrants as of the date hereof, and as of the Closing Date to the Buyer that:

(a)            Organization and Qualification; Subsidiaries .  The Company and its subsidiaries are corporations duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated, and have the requisite corporate power to own their properties and to carry on their business as now being conducted.  Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole.  Other than as set forth in Schedule 4(a) , the Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear or any liens (other than liens in favor of the Buyer), and all the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.   Schedule 4(a) attached hereto sets forth a list of each of the Company’s subsidiaries and the percentage of stock it owns in each.

(b)            Authorization, Enforcement, Compliance with Other Instruments .  (A) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the other Transaction Documents, and any related agreements, and to issue the Debentures in accordance with the terms hereof and thereof, (B) the execution and delivery of this Agreement, the other Transaction Documents and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Debentures and the reservation for issuance and the issuance of shares of Common Stock underlying the Debentures and the Preferred Shares have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (C) this Agreement, the other Transaction Documents and any related agreements have been duly executed and delivered by the Company, (D) this Agreement, the other Transaction Documents and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.  The Company knows of no reason why the Company cannot perform any of the Company’s obligations under this Agreement, the Transaction Documents or any related agreements.

(c)            Capitalization .  The authorized capital stock of the Company consists of One Hundred Fifty Million (150,000,000) shares of common stock, par value $0.001 per share (“ Common Stock ”) and Five Million (5,000,000) shares of preferred stock, par value $.001 per share.  The Company has 31,247,843 shares of Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and none of such outstanding shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  As of the date of this Agreement and except as disclosed in Schedule 4(c) , (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (iii) there are no outstanding debt securities, (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act and (v) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency.  There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Debentures as described in this Agreement.  The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company’s Bylaws, as in effect on the date hereof (the “ Bylaws ”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

(d)            Issuance of Securities .  The issuances of the Debentures are duly authorized and free from all taxes, liens and charges with respect to the issue thereof and are fully paid and nonassessable and the issuance of Common Stock underlying the Debentures upon conversion will be duly authorized and free from all taxes, liens and charges with respect to the issue thereof and will be fully paid and nonassessable.

(e)            No Conflicts .  The execution, delivery and performance of this Agreement, the other Transaction Documents and any related agreements by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Debentures and the reservation of and issuance of the shares of Common Stock underlying the Debentures upon conversion) and thereby will not (A) result in a violation of the Certificate of Incorporation or the Bylaws or (B), to the best knowledge of the Company, conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations)  applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.  To the best knowledge of the Company, neither the Company nor its subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively, or,   any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries.  The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity.  Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof.  All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof, except for any required post-Closing notice filings under applicable United States federal or state securities laws, if any.

(f)            Absence of Litigation .  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Company’s capital stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would (A) have a material adverse effect on the transactions contemplated hereby or by the Transaction Documents, (B) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or the Transaction Documents or (C) have a material adverse effect on the business, operations, properties, financial condition or results of  operations of the Company and its subsidiaries taken as a whole.

(g)            Acknowledgment Regarding Buyer’s Purchase of the Debentures .  The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or any of their respective representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Debentures.  The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(h)          No General Solicitation .  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Debentures.

(i)            No Integrated Offering .  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Debentures or shares of Common Stock underlying the Debentures under the 1933 Act or cause this offering of the Debentures to be integrated with prior offerings by the Company for purposes of the 1933 Act.

(j)            Employee Relations .  Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened.  None of the Company’s or its subsidiaries’ employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

(k)           Intellectual Property Rights .  The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.  The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, and, to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

(l)            Environmental Laws .  The Company and its subsidiaries are (A) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval.

(m)          Title .  (i) Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(ii)           The Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens and encumbrances, other than those in favor of the Buyer.

(n)            Insurance .  The Company and each of its current and future acquired subsidiaries are or will be upon acquisition by the Company insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be p