STOCK PURCHASE AGREEMENT

Exhibit 10.1

This STOCK PURCHASE AGREEMENT (the “ Agreement ”) dated as of August 22, 2008 by and among United E-Systems, a Nevada corporation (“ UES ” or “ Buyer ”), NetCom Data Southern Corp.,  a Georgia corporation (the “ NDS ”) and the stockholders of NDS named on the signature page hereof (the “ Stockholders ”).

WHEREAS, NDS is in the business of procuring and selling, credit card processing and ACH services (the “Business”);

WHEREAS, UES desires to acquire, and the Stockholders have agreed to sell, all of the issued and outstanding capital stock of NDS pursuant to the terms and conditions contained in this Agreement: and

WHEREAS, the parties to this Agreement desire to make certain representations, warranties and covenants in connection with the purchase and sale of all of the capital stock of NDS.  Terms used in this Agreement shall have the meanings assigned in Article XIII of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.1             Agreement to Purchase and Sell Stock.    Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein), each Stockholder shall sell and deliver to Buyer, and Buyer shall purchase from each Stockholder, for the consideration provided in Section 2.1 hereof, that number and class of shares of capital stock of NDS set forth opposite the name of such Stockholder on Schedule 1.1 attached hereto (the “ Stock ”) (representing, as to each Stockholder, all shares of capital stock of NDS to be owned, of record and/or beneficially, immediately prior to the Closing by each such Stockholder after giving effect to the exercise, exchange, conversion and/or termination, in full of all outstanding rights, option, warrants and other securities of NDS owned, of record and/or beneficially, by each such Stockholder that are directly or indirectly, exercisable or exchangeable for or convertible into, capital stock of NDS which exercise, exchange, conversion and/or termination shall be a condition precedent the Closing) and any and all rights and benefits incident to the ownership thereof, free and clear of all encumbrances

1.2             Method of Conveyance.   The sale, transfer, and delivery of the Stock by the Stockholders to Buyer in accordance with Article I hereof shall be effected by the Stockholders’ delivery of certificates representing the Stock of NDS to Buyer at the Closing together with stock transfer powers duly executed in blank for transfer thereof, together with all transfer tax stamps (if any) required.

(a)           At Closing, UES shall pay to the shareholders of NDS in exchange for all of their shares in NDS.  The following consideration (“Purchase Price”):

(i)           $320,000 cash payable within 7 business days following Closing;

(ii)           A promissory note (“Note”) in the amount of $2,720,000.00 bearing simple interest at 5.5% per annum for one year and 9.5% per annum thereafter, with interest only payments due monthly;

(iii)           7,800,000 shares of UES’ common stock (“Issued Stock”).

(b)           UES intends to offer its shares through a private placement (“Share Offering”) which it would like to close within twelve months after the Closing.  If the Share Offering is closed and raises at least $6,000,000 within twelve months after the Closing or at any time thereafter, UES will pay $2,500,000 principal on the Note within 10 days after receiving the proceeds from the Share Offering.  In the event the Share Offering is not closed within twelve months after the Closing, UES shall continue paying interest payments on the Note and will make the following principal payments together with the principal payments set forth on Exhibit A :  $180,000 principal payment to be paid on or before the first anniversary of the Closing, and $180,000 principal payment to be paid on or before the second anniversary of the Closing.  Interest and principal shall continue to be paid to the shareholders of NDS until the earlier of the date of the Note is repaid in full or the successful completion of the Share Offering.

2.2           Manner of Payment.

(a)           Subject to the conditions set forth in this Agreement and subject to the adjustment provided in Section 3.1 below, the Purchase Price to be paid for the Stock shall be paid in a combination of cash, promissory note(s), and common shares of UES with the cash portion paid by wire transfer or certified check, the note portion to be paid by delivery of the promissory note, and the share portion to be accomplished by physical delivery of share certificates to the Escrow Agent for the Escrow Shares (as defined below) and to UES for the balance of the Issued Stock, with all such consideration (other than the Escrow Shares) to be delivered to each Stockholder ratably in accordance with his ownership percentage in NDS as set forth in Schedule 1.1 hereto.

3.1             Purchase Price Adjustment.   The Purchase Price shall be subject to a post Closing adjustment.  The average monthly revenues of NDS for the six (6) calendar month period ending with the calendar month that ends immediately prior to Closing shall be the “Base Net Revenue Amount” and the average monthly revenues of NDS for the six (6) calendar month period commencing with the calendar month that starts immediately after Closing will be the “New Net

Revenue Amount.”  For this purpose the Base Net Revenue Amount and the New Net Revenue Amount shall be computed based upon the total gross receipts from all lines of NDS business, reduced by the amount of the agent commission costs, service vendor costs, and equipment costs provided to customers that are directly related to the revenue amounts and for the period computed, except that no revenue and expenses related to business delivered to NDS by Scott Howsare/First Choice Technologies shall be included in this computation for determining any post Closing adjustment.  If the New Net Revenue Amount is more than 5% (“Agreed Attrition”) less than the Base Net Revenue Amount, the purchase price shall be subject to adjustment as follows:

(a)           For each dollar that the Base Net Revenue Amount exceeds the sum of the New Net Revenue Amount and the product of Base Net Revenue Amount times the Agreed Attrition, the purchase price will be reduced by four ($4.00) Dollars.  For example if the Base Net Revenue Amount is $100,000, the New Net Revenue Amount is $85,000 and the Agreed Attrition is 5%, the adjustment would be computed as follows: $100,000-(85,000+5%*$100,000) = $10,000.  Adjustment = 4*$10,000 = $40,000.

(b)           The reduction in purchase price, if any, shall be applied solely against the Issued Stock based on a price of $.15625 a share

(c)           The parties agree that at Closing, 7,800,000 shares of common stock (“Escrow Shares”) in UES shall be placed in escrow with Berenbaum, Weinshienk & Eason, P.C. (“Escrow Agent”) as security for any adjustments, pursuant to an Escrow Agreement (“Escrow Agreement”) in the form attached hereto as Exhibit E.  Any adjustment to the Purchase Price will be satisfied solely from the Escrow Shares and any portion of the adjustment in excess of the Escrow Shares will be ignored.

Except as set forth in the Disclosure Schedule attached to and made a part of this Agreement (the “Disclosure Schedule”), which identifies exceptions by specific Section references, the Stockholders and NDS hereby make the following representations and warranties to Buyer:

(a)           NDS is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite power and authority to carry on its Business as it is now being conducted and to own, lease and operate its properties where such properties and assets are now owned, leased or operated.  Accurate and complete copies of the Articles of Incorporation and Bylaws of NDS, with all amendments thereto, have been delivered by the Stockholders to Buyer.  NDS has not been known by any other corporate name since its inception nor has it sold inventory under any other name nor has it been the surviving corporation of a merger or consolidation or acquired all or substantially all of the assets of any business or person during the period since inception.

(b)           NDS is duly qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction where the ownership or operation of its properties or conduct of the Business requires such qualification.  Each such jurisdiction is set forth in Schedule 4.1(b ).

(c)           Except for Netcom Data Corp., as described below, NDS has no direct or indirect subsidiaries or any direct or indirect interest by stock ownership or otherwise in any corporation, partnership, joint venture, association, organization, business enterprise, limited liability company or other entity.

4.2             Authorization .  The Stockholders and NDS have all requisite power and authority to execute, deliver, and perform their obligations under this Agreement. Except for Board Resolutions approving the transactions, no further corporate act or proceeding on the part of NDS is necessary to authorize this Agreement or the other Closing Documents or the consummation of the transactions contemplated hereby and thereby.  This Agreement and the other Closing Documents have been duly executed and delivered by NDS and each of the Stockholders who is a party thereto and this Agreement and the other Closing Documents each constitutes a valid and binding agreement of NDS and each of the Stockholders who is a party thereto, enforceable against NDS and such Stockholders in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally, and by general equitable principles affecting the availability of equitable relief.

4.3             No Violation; Consents.

(a)           Neither the execution and delivery of this Agreement or the other Closing Documents, nor the consummation by the Stockholders or NDS of the transactions contemplated hereby and thereby (i) will violate any statute, law, rule, regulation, order, writ, injunction or decree of any court or administrative agency, regulatory agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) applicable to the Stockholders or NDS, (ii) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in or allow the creation of any lien, security interest, charge or encumbrance upon any of the assets of NDS, under any term or provision of (x) the Articles of Incorporation or Bylaws of NDS or (y) any contract, commitment, understanding, arrangement, agreement, or restriction of any kind or character to which the Stockholders or NDS is a party, or by which the Stockholders or NDS, or any of their respective assets or properties may be bound.

(b)           Except for such filings, authorizations, consents, or approvals as may be set forth in Schedule 4.3(b) , no consents or approvals of, or filings or registrations with, any court, Governmental Entity, or with any third party are necessary in connection with the execution and delivery by NDS and the Stockholders of this Agreement and the consummation by NDS and the Stockholders of the transaction contemplated hereby, and such execution, delivery, and consummation will not constitute a default (with or without the passage of time and/or the giving of notice) under any contract, agreement, or Lease to which NDS is a party or give the other party to any such contract, agreement, or lease a right of termination.

4.4             Capitalization of NAS.   NDS has 100,000 shares of authorized capital stock consisting of 100,000 shares of common stock, no par value, of which 50,000 shares of common stock are issued and outstanding and no shares are held as treasury shares.  No shares of preferred

stock are authorized.  All of the shares of the Stock are validly issued, fully paid and non-assessable.

4.5           Ownership of the Stock.

(a)           The Stockholders are the record and beneficial owners and holders of shares of capital stock set forth after their names on Schedule 1.1 hereto, which is all of the issued and outstanding capital stock of NDS, all of which is held free and clear of all liens, encumbrances, charges, and assessments of any nature.  The Stock is not subject to any restrictions with respect to transferability.  The Stockholders have full power and authority to assign and transfer the Stock to Buyer in accordance with the terms of this Agreement without obtaining the consent or approval of any other Person or Governmental Entity, and the delivery of the Stock to Buyer pursuant to this Agreement will transfer valid title thereto, free of all liens, encumbrances, charges and assessments of any kind.  The Stockholders acquired all the Stock from NDS.

(b)           There are no outstanding warrants, options, contracts, calls, commitments, agreements, or demands of any character relating to the Stock, and there are no outstanding securities or other instruments convertible into or exchangeable for shares of capital stock of NDS, and there are no commitments to issue such securities or instruments.

(c)           The Stockholders do not have any claim against, nor is any Stockholder a creditor of, NDS, except for accrued and unpaid compensation in amounts not to exceed those set forth in Schedule 4.5(c) .

4.6             Netcom Data Corp.   Netcom Data Corp. (“NDC”) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Georgia and has all requisite power and authority to carry on its business as now being conducted and to own, lease, and operate its properties where such properties and assets are now owned, leased, or operated.  Accurate and complete copies of the Articles of Incorporation and Bylaws of NDC, and all amendments thereto, have been delivered by the Stockholders to the Buyer.  NDC has not been known by any other corporate name since its inception nor has it sold inventory under any other name, nor has it been the surviving corporation of a merger or consolidation or acquired all or substantially all of the assets of any business or person during the period since its inception.  NDC is duly qualified and licensed to do business as a foreign corporation and in good standing in each jurisdiction where the ownership or operation of its properties or the conduct of its business requires qualification.  Each such jurisdiction is set forth in Schedule 4.6 .  NDC has no direct or indirect subsidiaries or any direct or indirect interest by stock ownership or otherwise in any corporation, partnership, joint venture, association, organization, business enterprise, limited liability company, or other entity.  NDC has 250 shares of Common Stock outstanding, all of which are owned by NDS, free and clear of all liens, encumbrances, charges, and assessments of any nature.  NDC has no other outstanding shares of common stock, preferred stock, or other equity securities, has no outstanding warrants, options, contracts, calls, commitments, agreements, or demands of any character relating to its stock, has no outstanding securities or other instruments convertible into or exchangeable for shares its stock and has no commitments to issue such securities or instruments.  The Stockholders and NDS make the same representations and warranties with respect to NDC as they make with respect to NDS under Sections 4.7 through 4.30 of this Agreement with any items set forth in the Schedules under such Sections to indicate whether they refer to NDS or NDC.

4.7           Financial Statements.

(a)           The Stockholders have delivered to Buyer   audited balance sheets of NDS as of December 31, 2006 and December 31, 2007, and the related audited   statements of income, changes in stockholders’ equity, and cash flow for the year-end December 31, 2006, and December 31, 2007, together with the report thereon of Forbes & Company, PC, independent certified public accountants (the “ Financial Statements ”).

(b)           The Financial Statements and notes are complete and correct, are prepared in accordance with GAAP, and fairly present the financial condition and results of operations, changes in stockholders’ equity and cash flow of NDS as at the respective dates of, and for the periods referred to in, the Financial Statements and reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes thereto.  No financial statements of any Person other than NDS are required by GAAP to be included in the Financial Statements of NDS.

4.8             No Undisclosed Liabilities .  Except as reflected in the Financial Statements and except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2007, NDS does not have any material obligation or liability, whether absolute, accrued, contingent or otherwise.  There are no facts in existence that might reasonably serve as the basis for any liability or obligation of NDS that is not fully disclosed in this Agreement and the Schedules thereto.   NDS has not received any notice from any trade creditors or others that delinquency on payment obligations has become or will become the basis for termination of any business relationships.

4.9             Interim Operations.   Since December 31, 2007 (the “ Financial Statement Date ”), the Business of NDS has been conducted only in the ordinary and usual course of business consistent with past practice.  Without limiting the generality of the foregoing, except as reflected in the Financial Statements, NDS has not since the December 31, 2007, Financial Statement Date:

(a)           suffered any material adverse change in financial condition, business, assets, operations, or prospects, or suffered any uninsured casualty loss or damage with respect to any of its assets in excess of $20,000 in the aggregate;

(b)           sold, transferred, or otherwise disposed of any of its properties or assets except in the ordinary and usual course of business and consistent with past practice;

(c)           paid any dividend or made any distribution with respect to the Stock;

(d)           made any change in any method of accounting or accounting principle; or

4.10        Compliance with Laws.

(a)            Compliance.   NDS is in compliance with all Laws applicable to the Business, except for such noncompliance that does not, individually or in the aggregate, have a Material Adverse

Effect.  All material reports and returns required by law to be filed by NDS with any Governmental Entity on or before the date hereof have been filed.  NDS has never received any notice from any Governmental Entity claiming violation of any Laws.  NDS has complied with all applicable state and federal securities Laws in connection with the sale or resale of all equity interests in NDS.  The Stockholders do not know of any reason why NDS will not or may not be able to continue the Business, as presently conducted or as proposed to be conducted after the Closing.

(b)            Licenses and Permits. NDS has all material governmental licenses and permits required for the conduct of the Business as currently conducted and is in compliance in all material respects with all such permits and licenses.  All such licenses and permits are described in Schedule 4.10(b) and are in full force and effect.

(a)           There have not been any activities, events or conditions in, on or under NDS Real Property or any other real property which has been owned, leased, occupied or under the control of NDS (for purposes of this Section 4.11, collectively, the “ Real Property ”) at any time the Real Property was owned, leased, occupied, or controlled by NDS or at any time prior thereto, involving the presence, handling, use, generation, treatment, storage, or disposal of any Hazardous Substances in violation of, or subject to any unsatisfied material liability under, applicable Environmental Laws.

(b)           There have not been any Releases or threatened Releases of any Hazardous Substances at, to or from any of the Real Property (including without limitation any such Releases at any other property of any Hazardous Substances generated by NDS at any time since the Real Property has been owned, leased, occupied, or controlled by NDS) or at any time prior thereto that (i) is or was in material violation of applicable Environmental Law to the extent that such Environmental Laws provide applicable standards defining acceptable levels of Hazardous Substances; (ii) in the absence of such applicable standards, could reasonably be expected to give rise to an action to compel an investigation or cleanup or to pay civil administrative fines, penalties or other damages; or (iii) could reasonably be expected to result in the imposition of a lien or claim being attached to any Real Property that could have a Material Adverse Effect on NDS.

(c)           (i) NDS has been at all times and is now in compliance with all, and has not received notice that it is otherwise subject to any unsatisfied liability under any, Environmental Laws; (ii) there is no pending or threatened litigation, investigation or enforcement action, administrative order or notice of violation brought under any Environmental Law concerning any of NDS’ operations or the Real Property; and (iii) NDS has not received any unsatisfied request for information, notice of claim, demand or other notification or allegation that it is or may be potentially responsible for any threatened or actual Release of Hazardous Substances.

(d)           None of the Real Property is listed, or proposed for listing on the National Priority List pursuant to CERCLA or any inventory or similar list of hazardous waste disposal sites maintained by any state or local agency, for which NDS has received notice that it is considered to be a potentially responsible party or otherwise may face liability.

(e)            Schedule 4.11 contains a complete list of all environmental audits or reports regarding the Real Property since formation of NDS, and the Stockholders have made copies of all such audits or reports available to Buyer.

4.12       Title to and Condition of Properties.

(a)            Real Property.   NDS does not own any real property.  NDS has delivered to Buyer a true and correct copy of and Schedule 4.12(a) sets forth a description of, each lease of real property to which NDS is a party (the “ Leases ”).  Each Lease is valid and in full force, and there does not exist any default or event that with notice or lapse of time, or both, would constitute a default by NDS under any Lease.  NDS has not assigned, subleased, or conveyed any interest in any Lease or the premises covered thereby to any third party.  All the buildings, fixtures, and leasehold improvements used by NDS in the Business are located on the Real Property.  The improvements on the Real Property are not in violation of any applicable Laws or similar regulatory requirements or zoning requirements, the violation of which would in any way impair the use of any such improvement in the manner presently used by NDS.  No claim of adverse possession is pending or, to the Stockholders’ or NDS’ knowledge, threatened against any portion of the Real Property.  The rights and privileges of NDS under the Leases are sufficient to permit NDS to conduct the Business as currently conducted.  No consent of a landlord or any other consent is required under any of the Leases in connection with the consummation of the transactions contemplated by this Agreement and such consummation will not constitute a default under (with or without the passage of time and/or the giving of notice) or give a landlord the right to terminate any of the Leases.

(b)            Personal Property.   NDS has good and marketable title to or holds valid leasehold interests in all equipment, machinery, furniture, fixtures and other tangible personal property listed on Schedule 4.12(b) , and such property constitutes all of the personal property currently in existence which is being used in connection with the Business.  All of such personal property is located at the Real Property and reflected on the Financial Statements. None of such personal property is subject to any lien, encumbrance or security interest or to any contract of sale, except inventory to be disposed of in the ordinary course of business consistent with past practice.  The equipment, machinery, furniture and fixtures used or necessary in the operation of the Business of NDS (i) are not subject to any commitment or arrangement for their use by any Person other than NDS, (ii) are in good operating condition and repair, reasonable wear and tear excepted, and (iii) are usable for the purposes for which they are intended.  NDS holds valid and binding lease agreements for all personal property that is used in and material to the business of NDS and that is not owned by NDS.

 (c)            No Condemnation or Expropriation.   Neither the whole nor any portion of any property or assets of NDS or the Real Property is subject to any governmental decree or order directing or authorizing the sale, condemnation, expropriation or other taking of such property or assets by any Governmental Entity, with or without payment of compensation therefore, nor, to the knowledge of NDS, is any such governmental action threatened.

4.13        Contracts and Commitments.

(a)            Real Property Leases.   Except for the Leases, which are described in Schedule 4.13(a) , NDS is not a party to any lease of real property, whether as lessor or lessee.

(b)            Material Contracts.    Schedule 4.13(b) contains a complete list of all leases of personal property and all Contracts (other than Agent Contracts referred to in Section 4.13(d)) to which NDS is a party of any nature:  (i) that involve consideration or other expenditures in excess of $5,000; (ii) that require performance over a period of more than thirty (30) days; (iii) that are so burdensome as to have a Material Adverse Effect; or (iv) that are otherwise material to the Business of NDS.  Each Contract listed on Schedule 4.13(b) is in full force and effect and is a legal, valid, and binding contract of NDS.  NDS does not have any present expectation or intention of not fully performing any material obligation of any Contract listed on Schedule 4.13(b) .

(c)            Purchase Commitments. NDS has no purchase commitments for inventory items or supplies other than in the ordinary course of NDS’s Business.

(d)            Agent Contracts.    Schedule 4.13(d) contains a correct and current list of all contracts between NDS and independent sales organizations and independent sales agents (“Agent Contracts”).  Each Agent Contract listed on Schedule 4.13(d) is in full force and effect and is a legal, valid, and binding contract of NDS and the other party(ies) (“Sub-Agents”) thereto.  Except as indicated Schedule 4.13(d) , NDS has no information and is not aware of any facts indicating that any of these Sub-Agents intend to cease doing business with NDS or materially alter the amount of the business that they are presently doing with NDS.  NDS shall provide copies of all new Agent Contracts entered into after the date hereof and prior to Closing and all such new Agent Contracts shall be added to Schedule 4.13(d) as of the Closing Date. Except for the Agent Contracts listed on Schedule 4.13(d) , NDS has no forward obligations under consulting or other service agreements or contracts with independent sales organizations or sales agents.

(e)            Powers of Attorney.   NDS has not given a power of attorney, which is currently in effect, to any Person for any purpose whatsoever.

(f)            Contracts with Affiliates.   NDS does not have any Contract with any Affiliate that is not cancelable by NDS on notice of not longer than thirty (30) days, without liability, penalty or premium of any nature or kind.

(g)            Contracts With Employees; Best Efforts.   NDS does not have any collective bargaining or employment agreements, non-disclosure or non-competition agreements, or any agreements that contain any severance or termination pay, liabilities, or obligations, or any bonus, vacation, deferred compensation, stock purchase, stock option, profit sharing, pension, retirement, or other Employee Benefit Plans not otherwise disclosed in the December 31, 2007, Financial Statements, a copy of which has been delivered to Buyer.  The Stockholders shall use his best efforts to assist Buyer to retain the employment by NDS of those key employees desired by Buyer, including Bill Plummer, Michael Plummer, and Beverly Plummer.

(h)            Contracts Subject to Renegotiation or Termination.   NDS is not a party to any Contract that is subject to renegotiation or as to which NDS or the Stockholders have been advised that the Contract will be terminated.

(i)            Loan Agreements and Guarantees.   Except as set forth on Schedule 4.13(i) , NDS is not obligated under any loan agreement, promissory note or other evidence of indebtedness as a signatory, guarantor or otherwise and has not otherwise guaranteed the performance by any person or entity of the obligations of such person or entity under any Contract or other agreement.

(j)            Joint Ventures.   NDS is not a party to any joint venture contract, partnership arrangement, or other agreement involving a sharing of profits, losses, costs or liabilities by NDS with any other party.

(k)            Restrictive Covenants.   NDS is not a party to any Contract containing covenants that in any way purport to restrict NDS’ business activity or purport to limit the freedom of NDS to engage in any line of business or to compete with any person.

(l)             No Default.   NDS is not in default under the Leases, any other material lease, or any Contract, nor has any event occurred, which through the passage of time or the giving of notice, or both, would constitute a default by NDS, or cause the acceleration of any of NDS’ obligations thereunder, or result in the creation of any material lien, encumbrance or restriction on any of the assets of NDS.  To the knowledge of the Stockholders or NDS, no third party is in default under any material lease or Contract to which NDS is a party, nor has any event occurred that, through the passage of time or the giving of notice, or both, would constitute a default thereunder.

4.14          Labor Matters.   NDS has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with its business.  The Stockholders and NDS represent and warrant that: (a) there is no unfair labor practice charge or complaint against NDS pending before the National Labor Relations Board or any Governmental Entity; (b) there is no labor strike, dispute, written request for representation, slowdown, or stoppage currently pending or threatened against NDS (including without limitation any organizational drive); (c) no written inquiry concerning representation of NDS employees has been received by NDS and the Stockholders have no knowledge of any questions having been raised with respect thereto; (d) there is no labor grievance which, if determined adversely to NDS could have a Material Adverse Effect; (e) no arbitration proceeding arising out of or under any collective bargaining agreement to which NDS is a party is pending, nor do the Stockholders have any knowledge of any basis therefore; and (f) there are no administrative charges or court complaints against NDS concerning alleged employment discrimination or other employment-related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency.

4.15       Employee Benefit Plans.

(a)            Schedule 4.15 sets forth a true and complete list of all written and oral Employee Benefit Plans to which NDS is a party, or under which NDS has any obligations, present or future (other than obligations to pay current wages, salaries, or sales commissions terminable on notice of thirty (30) days or less) in respect of, or which otherwise cover or benefit, any of the current or former officers, employees, or sales representatives (whether or not employees) of NDS, or their beneficiaries.  NDS has delivered or made available to Buyer true and complete copies of all documents, as they may have been amended to the date hereof, embodying the terms of the Employee Benefit Plans.

(b)           Except for the Employee Benefit Plans identified in Schedule 4.15 , no Employee Benefit Plan is an “employee pension benefit plan,” “employee welfare benefit plan” or “employee benefit plan” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA.  Except as set forth on Schedule 4.15 , no Employee Benefit Plan which the Stockholders or any ERISA Affiliate (as hereinafter defined) has maintained or contributed to is subject to Title IV of ERISA or Section 412

of the Code.  For purposes of this Section 4.15, the term “ ERISA Affiliate ” shall mean a trade or business (whether or not incorporated) which is under common control with NDS within the meaning of Sections 414(b) and 414(c) of the Code or the regulations promulgated thereunder.

(c)           NDS is not a “leasing organization” within the meaning of Section 414(n)(2)(A) and has not under the Code maintained a plan, in its capacity as a leasing organization, that meets the safe harbor requirements of Section 414(n)(5) of the Code, and NDS has not made any representations (including oral representations) with respect to the existence of such a plan to any customers, clients, employees, or any other Person. NDS does not maintain nor has maintained any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code.

(d)           Each Employee Benefit Plan described on Schedule 4.15 is in full force and effect, is being maintained in all material respects in accordance with its terms and there are no material actions, suits, or claims pending (other than routine claims for benefits), or, to the best of NDS’ or Stockholders’ knowledge, threatened, against any Employee Benefit Plan or against NDS, administrators, fiduciaries, accountants, actuaries, attorneys, or other third-party service providers (collectively, the “ Service Providers ”) with respect to an Employee Benefit Plan.  NDS and the Service Providers have performed all material obligations required to be performed by them under, and are not in default under or in violation of, any Employee Benefit Plan, in any material respect, and NDS and the Service Providers are in compliance in all material respects with all Laws applicable to the Employee Benefit Plans, including, without limitation, ERISA and the Code.  With respect to each Employee Benefit Plan, NDS has delivered or made available to Buyer true and complete copies of the following documents where applicable:  (i) the most recent annual report (Form 5500 series) and accompanying schedules filed with the IRS, and any financial statement and opinion required by Section 103(a)(3) of ERISA; (ii) the most recent determination letter issued by the IRS and any pending request for a determination letter; (iii) the most recent summary plan description and all modifications; and (iv) the text of each Employee Benefit Plan and of any trust, insurance or annuity contract maintained in connection therewith.  Neither NDS nor any other “party-in-interest”, as defined in Section 3(14) of ERISA, has engaged in any “prohibited transaction,” as defined in Section 406 of ERISA, which could subject any Employee Benefit Plan, NDS, the Stockholders or Buyer, or any officer, director, partner or employee of NDS or Buyer, or any fiduciary of any Employee Benefit Plan to a material penalty or excise tax imposed under Section 502(i) of ERISA and Section 4975 of the Code.

(e)           NDS is not a party to any agreement to provide nor does it have an obligation to provide (except pursuant to Section 162(k) of the Code with respect to tax years beginning before January 1, 1989 and Section 4980B of the Code thereafter) any individual with any retirement, medical or life insurance benefit following his or her retirement, death or termination of employment. NDS and all ERISA Affiliates have complied in all material respects with all their obligations under Section 162(k) and Section 4980B of the Code.

(f)           Neither NDS, the Stockholders, any Employee Benefit Plan or Service Provider has breached any obligation to any plan participant, beneficiary or other Person under any provision of ERISA or any other applicable legal requirements to pay benefits with respect to or in connection with any Employee Benefit Plan. NDS is not delinquent or in arrears with respect to any contributions due under any Employee Benefit Plan.

(g)           Each funded Employee Benefit Plan that is a “pension plan” as defined in Section 3(2) of ERISA that is intended to be a qualified plan is qualified under Section 401(a) of the Code, and the trust maintained in connection with such Employee Benefit Plan has received a determination letter from the IRS that its trust is exempt from Tax under Section 501(a) of the Code.  No event has occurred that will or could give rise to disqualification or loss of Tax-exempt status of any such Employee Benefit Plan or trust under Code Sections 401(a) or 501(a).  No event has occurred that could subject any such Employee Benefit Plan to any material Tax under Section 511 of the Code.  Determination letters relating to any required amendments for any law change have been applied for and received within the period prescribed by law for each such required change.

(h)           Each Employee Benefit Plan can be terminated by NDS or Buyer within thirty (30) days following the Closing Date without any additional contribution to such Employee Benefit Plan or the payment of any additional compensation or other amount, without the additional vesting or acceleration or benefits and without the consent of any person or entity other than NDS or Buyer.

(i)           Each employee welfare benefit plan within the meaning of Section 3(1) of ERISA intended to meet the requirements for tax-favored treatment under the Code has met such requirements.

4.16         Employee Compensation.   Schedule 4.16 contains a true and complete list of the employees of NDS as of the date of this Agreement, together with, to the extent applicable, (i) the current hourly rate of compensation for hourly employees, (ii) the current rate of compensation for salaried employees, (iii) the current titles of each such employee; and (iv) any changes in compensation since inception.  No other Person, other than accountants, attorneys, franchisees, independent contractors and distributors, regularly performs compensable services relating to the Business.  The Stockholders have delivered to Buyer true and correct copies of NDS’ current written employee policies and practices (including without limitation any employee handbook).

4.17         Intellectual Property.   Schedule 4.17 lists all patents, patent applications, trade names, trademarks, trademark registrations and applications, service marks, copyrights, and copyright registrations and applications, domestic or foreign (collectively, “ Intellectual Property ”) owned, possessed, used or held (under license or otherwise) by NDS, in each case free and clear of all liens and encumbrances.  NDS has not granted any license, made any assignment, or entered into any agreement with respect to, or otherwise consented in writing to the use by any other person of, any Intellectual Property right listed on Schedule 4.17 , nor does NDS pay any royalties or other consideration for the right to use any Intellectual Property of others.  There are no inquiries, investigations, claims or litigation challenging or threatening to challenge NDS’ right, title and interest in and to its Intellectual Property or its continued use and right to preclude others from using any of such Intellectual Property.  There are no inquiries, investigations, claims or litigation alleging, nor any judgments holding, that the activities of NDS constitute an infringement of any intellectual property right of a third party.

(a)            Schedule 4.18 contains a list of the ten (10) largest customers of NDS for each of the two most recent fiscal years (determined on the basis of the total dollar amount of net sales or

services), showing the total dollar amount of net sales or services to each such customer during each such year.

(b)           Neither the Stockholders nor NDS has received any written or oral notice from any customer of NDS listed in Schedule 4.18 stating that such customer of NDS intends to limit its business or cease to be a customer of NDS after the Closing Date.

4.19        Related Person Indebtedness.

(a)           Neither the Stockholders nor any Affiliate of the Stockholders has any direct or indirect interest (except through the ownership of securities listed on a national securities exchange) in (i) any Person which does business, or is in competition, with NDS, or (ii) any property, asset or right which is used by NDS in the conduct of its Business.

(b)            Schedule 4.19(b) contains a list of (i) all obligations to NDS of the Stockholders or any Affiliate, and (ii) all obligations of NDS to the Stockholders or any Affiliate.

4.20          Brokers or Finders.   Neither the Stockholders, NDS, nor any person acting on their behalf has employed any broker or finder or consultant, or has incurred any obligation or liability for any brokerage fees, commissions, finders’ fees or consultants’ fees in connection with the transactions contemplated by this Agreement, and no Person has or will have any right, interest or valid claim against or upon Buyer or NDS for any such fee or commission.

4.21          Insurance.

(a)            Schedule 4.21 contains an accurate and complete description of all policies of property, fire and casualty, general liability, auto, workers’ compensation, and other forms of insurance owned or held by NDS.  Copies of such policies have been provided to Buyer.

(b)           All policies described in Schedule 4.21(i) are sufficient for compliance in all material respects with all requirements of law and of all applicable agreements to which NDS is a party or by which NDS is bound, (ii) are valid, outstanding, and enforceable policies, (iii) provide adequate insurance coverage for the assets and the operations of NDS for all material risks normally insured against by a person or entity carrying on the same business or businesses as NDS, and (iv) will not in any way be affected by, terminate, or lapse by reason of, the transactions contemplated by this Agreement.  NDS is not in default with respect to any provision contained in any of the policies described in Schedule 4.21 and has not failed to give any notice or present any claim under any of such insurance policies in a due and timely fashion.

(c)           Neither the Stockholders nor NDS has received, (i) any notice of cancellation of any policy described in Schedule 4.21 or refusal of coverage thereunder, (ii) any notice from any insurance carrier denying or disputing any claim made by NDS, the coverage for any claim or the amount of any claim, (iii) any notice that any issuer of such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated, or (iv) any other indication (oral or written) that such policies are no longer in full force or effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder.

4.22        Tax Matters.

(a)           (i) All Tax Returns with respect to Taxes that are required to be filed by or with respect to NDS on or before the Closing Date have been or will be duly filed on or before the Closing Date, and all such Tax Returns are or will be true and complete in all material respects, (ii) all Taxes due from or in respect of NDS for the periods covered by the Tax Returns referred to in clause (i) have been or will be paid in full on or before the Closing Date and NDS has made or will make all payments of estimated Taxes required to be made on or before the Closing Date, (iii) all deficiencies asserted or assessments made on or before the Closing Date as a result of examinations by federal, state, material local or foreign taxing authorities have been or will be paid in full on or before the Closing Date and (iv) no issues that have been raised by the United State Internal Revenue Service or any other taxing authority in connection with the examination of any of the returns or reports referred to in clause (i) are currently pending.

(b)           With   respect to all periods through the most recently completed fiscal quarter of NDS for which Tax Returns have not yet been filed, or for which Taxes are not yet due or owing, NDS has made due and sufficient current accruals for such Taxes in accordance with GAAP, and such current accruals are duly and fully provided for in the Financial Statements.

(c)           As of the Closing Date, NDS will not be a party to, will not be bound by, and will have no obligation under, any tax sharing agreement or contract.

(d)           (i) NDS is not currently the beneficiary of any extension of time within which to file any Tax Return, (ii) to NDS’ knowledge, no claim has ever been made by an authority in a jurisdiction where NDS does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, (iii) NDS is subject to income tax only with respect to the United States and the jurisdictions where it conducts business as set forth in Schedule 4.1(b) , (iv) there are no security interests on any of the assets of NDS that arose in connection with any failure (or alleged failure) to pay any Tax, and (v) no Tax liability will be incurred by NDS as a result of the transactions contemplated by this Agreement.

(e)           NDS has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(f)           NDS has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(g)           NDS has no liability for the Taxes of any Person other than NDS (i) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

4.23          No Litigation.

(a)           Except as set forth in Schedule 4.23 , there are no lawsuits, actions, proceedings, inquiries, claims, orders, or investigations by or before any court or governmental or other regulatory agency or commission (including actions or proceedings seeking injunctive relief) pending or, to the knowledge of the Stockholders or NDS, threatened against the Stockholders or

NDS, before any court, administrative or regulatory body, or any Governmental Entity.  None of the matters set forth on Schedule 4.23 , if any, individually or in the aggregate, will have or could reasonably be expected to have a Material Adverse Effect.

(b)           There are no lawsuits, actions, proceedings, inquiries, claims, orders, or investigations by or before any court or governmental or other regulatory agency or commission (including actions or proceedings seeking injunctive relief) pending or, to the Stockholders’ or NDS’ knowledge, threatened against the Stockholders or NDS and there are no facts or circumstances known to the Stockholders or NDS that could result in a claim for damages or equitable relief that, if decided adversely, could, individually or in the aggregate, materially impair the ability of the Stockholders or NDS to perform its obligations under this Agreement.

4.24          Certain Payments.   Neither the Stockholders, NDS nor any director, officer, agent, or employee of NDS has and no other Person associated with or acting for or on behalf of NDS has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff influence payment, kickback, or other payment to any Person, private or public, regardless of form whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured or (iii) to obtain special concessions or for special concessions already obtained for or in respect of NDS or any Affiliate of NDS or (b) established or maintained any fund or asset that has not been recorded in the books of NDS.

4.25          Corporate Records.   The minute books, stock certificate books, and stock transfer ledgers of NDS are complete and accurate in all material respects and reflect all those transactions and corporate acts that properly should have been set forth therein, including but not limited to records of all formal meetings of, and corporate action taken by, the stockholders and directors of NDS.  No meetings of such stockholders and directors have been held for which minutes have not been prepared and are not contained in such minute books.

4.26          Absence of Certain Changes or Events.   Except as set forth in Schedule 4.26 , there has not been any Material Adverse Effect on NDS (including without limitation any loss of employees or customers that has had a Material Adverse Effect, or that is reasonably likely to have a Material Adverse Effect, on NDS) and, to the best knowledge of the Stockholders or NDS, no fact or condition exists which is reasonably likely to cause such a Material Adverse Effect on NDS in the future.

4.27          Accounts Receivable.   All accounts receivable of NDS are valid, represent sales actually made in the ordinary course of business, and to the best knowledge of the Stockholders, will be collectible net of any reserves shown on the Financials Statements.

4.28          Agreements with Regulatory Agencies.   NDS is not subject to any cease-and-desist or other order issued by, or