STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”), made and entered into this 5th day of September, 2008 by and between Radiant Logistics, Inc., a Delaware corporation (“Purchaser”), and Robert F. Friedman (the “Shareholder”), the sole shareholder of Adcom Express, Inc., a Minnesota corporation (the “Company”). Unless otherwise specified, defined terms used herein shall have the meanings set forth in Section 7.1 of this Agreement. The Purchaser, and the Shareholder are each referred to individually herein as a “Party,” and collectively as the “Parties.”

WHEREAS, the Shareholder owns beneficially and of record one hundred percent (100%) of the issued and outstanding capital stock of the Company, consisting of 2,500 shares of common stock, $0 par value (the “Shares”);

WHEREAS, the Shareholder desires to sell, and the Purchaser desires to purchase, all of the Shares for the consideration and on the terms set forth herein; and

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1.1   Sale and Purchase of the Shares.

In reliance upon the representations, warranties, covenants and additional agreements contained in this Agreement, as of the date of the closing of the transactions described in this Agreement (the “Closing”), the Purchaser agrees to purchase the Shares from the Shareholder, and the Shareholder agrees to sell, transfer, convey, assign and deliver the Shares to the Purchaser, subject to and on the terms and conditions set forth in this Agreement, such sale, transfer, conveyance, assignment and delivery of the Shares causing the entire right, title and interest in and to the Shares to be transferred beneficially and of record to Purchaser, free and clear of any Encumbrances or Rights of any kind or nature whatsoever; and at such time the Shares will be fully paid and non-assessable. At the Closing, the Shareholder will deliver to the Purchaser certificates evidencing the Shares duly endorsed in blank or with stock powers duly executed by the Shareholder. In consideration thereof, the Purchaser shall pay and deliver to the Shareholder the purchase price for the Shares set forth in and in accordance with Sections 1.2 through 1.6 hereafter.

1.2   Base Purchase Price.

(a)   The base purchase price for the Shares (the "Base Purchase Price") shall be that amount set forth in Sections 1.2(b)(i) and (b)(ii) below.

(b)   The Purchaser shall pay the Base Purchase Price to the Shareholder as follows:

(i)   $4,750,000 shall be paid to the Shareholder in cash at Closing (the “Initial Closing Cash Payment”) and $250,000 shall be paid to Shareholder in cash (the “Subsequent Closing Cash Payment”) following the Closing in accordance with and subject to adjustment pursuant to Section 1.6.

(ii)   Subject to the terms of Section 1.2(b)(iii) below, the Purchaser shall pay to the Shareholder up to an additional $2,800,000 which shall be payable in four (4) installments (collectively, the “Tier-1 Earn-Out Payments” and individually, a “Tier-1 Earn-Out Payment”) covering the following four (4) earn-out periods (each an “Earn-Out Period” and collectively, the “Earn-Out Periods”) from September 1, 2008 through June 30, 2012, as follows: (A) the “2009 Earn-Out Payment” covering the period from September 1, 2008 through June 30, 2009 (the “2009 Earn-Out Period”); (B) the “2010 Earn-Out Payment” covering the period from July 1, 2009 through June 30, 2010 (the “2010 Earn-Out Period”); (C) the “2011 Earn-Out Payment” covering the period from July 1, 2010 through June 30, 2011 (the “2011 Earn-Out Period”); and (D) the “2012 Earn-Out Payment” covering the period from July 1, 2011 through June 30, 2012 (the “2012 Earn-Out Period”). Each of the Tier-1 Earn-Out Payments shall be in an amount up to $700,000.

(iii)   Payment of each Tier-1 Earn-Out Payment shall be based on the Company having achieved the Gross Profit Contributions for each respective Earn-Out Period, as follows (each, a “Base Targeted Amount”): $3,600,000   in Gross Profit Contributions for the 2009 Earn-Out Period; $4,320,000 in Gross Profit Contributions for the 2010 Earn-Out Period; $4,320,000 in Gross Profit Contributions for the 2011 Earn-Out Period; and $4,320,000 in Gross Profit Contributions for the 2012 Earn-Out Period. To the extent the Company’s actual Gross Profit Contributions during any Earn-Out Period are less than the Base Targeted Amount for the same period (such deficit referred to as the “Shortfall Amount”), the Tier-1 Earn-Out Payment for that Earn-Out Period shall be reduced by forty-five percent (45%) of the Shortfall Amount.

(1)   If, during an Earn-Out Period, any historically-operated Company station is combined into one financial reporting unit with a station of Purchaser or any Affiliate of Purchaser, the Gross Profit Contributions of the then-combined Company station will be determined by including (A) one hundred percent (100%) of the Gross Profit Contributions of the customers historically serviced by such Company station prior to any such combination, plus (B) a Proportionate Share of any Gross Profit Contributions arising from new customers serviced by the combined operations. For purposes of this paragraph, the “Proportionate Share of Gross Profit Contributions” shall equal the Gross Profit Contributions of the Company station being combined for the most recent full 12 month period preceding the combination, divided by the total Gross Profit Contributions of the combined operations on a pro forma basis   for the most recent full 12 month period preceding the combination.

(2)   In order to protect the Shareholder from temporary fluctuations in the Company’s Gross Profit Contributions in any Earn-Out Period, a period-to-period analysis shall be made so that the cumulative Shortfall Amount incurred in any prior Earn-Out Period(s) can be recovered in a subsequent Earn-Out Period to the extent the Gross

Profit Contributions for such Earn-Out Period is in excess of the Base Targeted Amounts for the same period (such amount being the “Overage”). In any Earn-Out Period in which there is an Overage, the Purchaser shall pay to the Shareholder an amount equal to forty-five percent (45%) of the lesser of the Overage or the cumulative Shortfall Amount for any prior Earn-Out Period(s). The balance of any remaining cumulative Shortfall Amount can be recovered against any future Overage. A cumulative Overage from any prior Earn-Out Period(s) can be applied to a Shortfall Amount in any subsequent Earn-Out Period. In any Earn-Out Period in which a Shortfall Amount is incurred and there is a cumulative Overage from any prior Earn-Out Period, the Purchaser shall pay to the Shareholder an amount equal to forty-five percent (45%) of the lesser of the Shortfall Amount or the cumulative Overage.

(iv)   The Tier-1 Earn-Out Payments shall be payable on October 1 of 2009, 2010, 2011, and 2012 (the “Tier-1 Earn-Out Payment Dates”), and shall be payable fifty percent (50%) in cash and fifty percent (50%) in newly issued shares of common stock of Purchaser (the “Purchaser Shares”). The Purchaser Shares issued in connection with the Tier-1 Earn-Out Payment will be valued at the Weighted Average Price of Purchaser’s common stock on the principal exchange or over-the-counter market on which the Purchaser’s shares trade, for the thirty (30) trading days prior to the Tier-1 Earn-Out Payment Date. In the event Purchaser’s shares are not traded on a public exchange or an over-the-counter market for the thirty (30) days prior to the Tier-1 Earn-Out Payment Date, such Tier-1 Earn-Out Payment shall be payable one hundred percent (100%) in cash.

(v)   The Purchaser Shares shall be delivered to the Shareholder not later than ten (10) business days after the Tier-1 Earn-Out Payment Dates against delivery by the Shareholder to the Purchaser of an Investment Representation letter in substantially the form attached hereto as Exhibit “ A ” executed by Shareholder together any and all such other documents, agreements, consents, and approvals governmental or otherwise, as may be reasonably requested by the Purchaser in connection with compliance with the provisions of the Securities Act or any state securities laws.

1.3   Tier-2 Earn-Out Payment.

(a)   In addition to the Base Purchase Price, the Purchaser shall pay to the Shareholder in cash an amount equal to 20% of the amount by which the cumulative Gross Profit Contributions of the Company from September 1, 2008 through June 30, 2012 exceed $16,560,000   (the “Tier-2 Earn-Out Payment”); provided , however , that the first $500,000 of the Tier-2 Earn-Out Payment earned by the Shareholder (the “Tier-2 Holdback Amount”) is not payable to the Shareholder until October 1, 2012, unless earlier accelerated as provided for in Section 1.7, and provided   further that once the Tier-2 Holdback Amount is satisfied, fifty percent (50%) of any additional amounts due to the Shareholder as a Tier-2 Earn-Out Payment shall be payable to the Shareholder on October 1, 2012 (the “Additional Tier-2 Holdback Amounts”), unless earlier accelerated as provided for in Section 1.7, and the remaining fifty percent (50%) of such payment shall be paid to the Shareholder on the next-occurring Tier-1 Earn-Out Payment Date.

(b)   Notwithstanding the foregoing, the maximum amount of the Tier-2 Earn-Out Payment shall be $2,000,000.

1.4   Intentionally Deleted.

1.5   Integration Payment.

(a)   In addition to the Base Purchase Price, the Purchaser shall pay to the Shareholder an “Integration Payment” as follows:

(i)   $1,250,000.00 shall be paid to the Purchaser within 90 days after all of the integration milestones identified on Schedule 1.5 are achieved, but in no event later than the eighteen (18) month anniversary of the Closing (the “Integration Payment Date”).

(ii)   The Integration Payment shall be payable fifty percent (50%) in cash and fifty percent (50%) in Purchaser Shares, with the cash component thereof subject to reduction by the amount of the costs identified on Schedule 1.5(ii).

(iii)   Purchaser Shares issued in connection with the Integration Payment will be valued at the Weighted Average Price of Purchaser’s common stock on the principal exchange or over-the-counter market on which the Purchaser’s shares trade, for the thirty (30) trading days prior to the Integration Payment Date. In the event Purchaser’s shares are not traded on a public exchange or an over-the-counter market for the thirty (30) days prior to the Integration Payment Date, such Integration Payment shall be payable one hundred percent (100%) in cash.

(iv)   The Purchaser Shares shall be delivered to the Shareholder not later than ten (10) business days after the Integration Payment Date against delivery by the Shareholder to the Purchaser of an Investment Representation letter in substantially the form attached hereto as Exhibit “ A ”.

1.6   Purchase Price Adjustments.

(a)   The Base Purchase Price has been agreed to by the Parties on the assumption that the Company shall have no Bank Indebtedness as of the Closing Date. To the extent the Company shall have outstanding Bank Indebtedness as of the Closing Date, the cash portion of the Base Purchase Price payable at Closing shall be reduced by the amount of such Bank Indebtedness.

(b)   Promptly following the Closing Date (but in any event within ninety (90) days after the Closing Date), the Company shall cause an accounting firm selected by the Shareholder to prepare and deliver to the Shareholder a pro-forma balance sheet of the Company as of August 31, 2008, adjusted to account for the occurrence of the Permitted Transactions (the “Closing Balance Sheet”). The Closing Balance Sheet shall include an identification of the Working Capital of the Company as of the Closing Date.

(c)   Subject to Section 1.6(d) below, in the event that the Working Capital set forth in the Closing Balance Sheet is less than $555,000, subject to increase by the amounts identified within Schedule 1.6(c), (as so adjusted, the “Minimum Working Capital Amount”) (such deficiency hereafter referred to as the “Deficit Working Capital Amount”), the Purchaser shall deduct and set-off against the Subsequent Closing Cash Payment due to the Shareholder an

amount equal to the Deficit Working Capital Amount and shall pay such net amount to Shareholder in immediately available funds within ten (10) business days after the end of the Response Period or, in the event the Shareholder has delivered to the Purchaser a timely Objection Notice under Section 1.8, within ten (10) business days after the final determination of the Independent Accountants pursuant to Section 1.8(d).

(d)   In the event that the Deficit Working Capital Amount exceeds the Subsequent Closing Cash Payment, no Subsequent Closing Cash Payment shall be due to the Shareholder, and the full amount of such excess shall be paid by Shareholder to Purchaser in immediately available funds within ten (10) business days after the end of the Response Period or, in the event the Shareholder has delivered to the Purchaser a timely Objection Notice under Section 1.8, within ten (10) business days after the final determination of the Independent Accountants pursuant to Section 1.8(d).

(e)   In the event that the Company’s Working Capital set forth in the Closing Balance Sheet is greater than the Minimum Working Capital Amount (such excess hereafter referred to as the “Excess Working Capital Amount”), the Subsequent Closing Cash Payment shall be equal to the Subsequent Closing Cash Payment and the Excess Working Capital Amount and shall be paid by Purchaser to Shareholder in immediately available funds within ten (10) business days of the Response Period or, in the event the Shareholder has delivered to the Purchaser a timely Objection Notice under Section 1.8, within five (10) business days after the final determination of the Independent Accountants pursuant to Section 1.8(d).

(f)   The Closing Balance Sheet shall be determined in accordance with Section 1.6(b) derived from the balance sheet of the Company as of the close of business on August 31, 2008 in accordance with GAAP applied on a basis consistent with the historical practices of the Company and the Financial Statements.

1.7   Acceleration of Certain Payments due to Shareholder.

(a)   Right to Accelerate Integration Payment . Effective in conjunction with and immediately upon consummation of a Corporate Transaction, the Integration Payment, if not yet paid, shall automatically become due and payable in cash upon closing of such Corporate Transaction.

(b)   Contingent Right to Accelerate Tier-One Earn-Out Payments . If the cumulative Gross Profit Contributions for the period beginning on September 1, 2008 and ending on the last day of the Earn-Out Period immediately preceding a Corporate Transaction are greater than or equal to seventy-five percent (75%) of the cumulative Base Targeted Amounts for such period (the “Acceleration Threshold”), then effective with and immediately upon the consummation of a Corporate Transaction, the balance of any unpaid Tier-1 Earn-Out Payments for any Earn-Out Period, shall upon the written election of the Shareholder, become due and payable in cash upon closing of such Corporate Transaction.

(c)   Right to Receive Pro-rated Portion of Tier-1 Earn-Out Payments . If the Acceleration Threshold is not satisfied, then the balance of the Tier-1 Earn-Out Payments shall, upon the written election of the Shareholder, become due and payable in cash upon the closing of

such Corporate Transaction and shall be payable as follows: For the Earn-Out Period within which the Corporate Transaction occurs, the Tier-1 Earn-Out Payment shall be determined based on the Gross Profit Contributions of the Company through the date of closing of the Corporate Transaction, projected on an annualized basis through the remainder of the current Earn-Out Period. For the remaining Earn-Out Periods following the Earn-Out Period within which the Corporate Transaction occurred, the Tier-1 Earn-Out Payments shall be equal to the product of: (A) the maximum amount of Tier-1 Earn-Out Payments due to the Shareholder for such remaining Earn-Out Periods assuming all Base Targeted Amounts were met (excluding for this purpose the Earn-Out Period within which the Corporate Transaction occurred); and (B) a fraction the numerator of which is the amount of all Tier-1 Earn-Out Payments paid to Shareholder hereunder with respect to each prior Earn-Out Period including the Earn-Out Period within which the Corporate Transaction occurred (the “Prior Periods”) and the denominator of which is the maximum amount of Tier-1 Earn-Out Payments payable with respect to such Prior Periods assuming all Base Targeted Amounts were met.

(d)   Right to Accelerate Tier-2 Earn-Out Payments . Effective with and immediately upon the consummation of a Corporate Transaction, any portion of the Tier-2 Earn-Out Payment earned by the Shareholder but not previously paid by the Purchaser, including the Tier-2 Holdback Amount and any Additional Tier-2 Holdback Amounts, shall upon the written election of the Shareholder, become due and payable in cash upon closing of such Corporate Transaction.

(e)   Binding Obligations of Successors . Purchaser agrees that it will make appropriate provisions to ensure that any Tier-1 Earn-Out Payments and Tier-2 Earn-Out Payments unpaid as of the closing of a Corporate Transaction shall become binding obligations of any successor entity of Company, and prior to the closing of any Corporate Transaction, Purchaser shall provide the Shareholder with written evidence of the same.

(f)   Notice of Corporate Transaction . The Purchaser shall provide the Shareholder written notice of any impending Corporate Transaction not less than thirty (30) days prior to the anticipated closing date of such Corporate Transaction.

(g)   Notice of Acceleration . In order to be effective, the Shareholder shall deliver written notice to Purchaser of his intent to exercise his acceleration rights under this Section 1.7 no later than twenty (20) days after notice has been provided by Purchaser of the Corporate Transaction.

1.8   Objections; Dispute Resolution.

(a)   Not later than five (5) business days after, each Tier-1 and Tier-2 Earn-Out Payment Date, the Integration Payment Date, and delivery of the Closing Balance Sheet under Section 1.6, as the case may be, the Purchaser shall prepare and deliver to the Shareholder, along with the Tier-1 or Tier-2 Earn-Out Payment, Integration Payment, or the determination of the Subsequent Closing Cash Payment, as the case may be, a certificate (the “Earn-Out Certificate”) signed by a senior executive of the Purchaser setting forth the amount and method of calculating the amounts paid.

(b)   If the Shareholder concludes that any matter reported in an Earn-Out Certificate is not accurate, the Shareholder shall, within ten (10) days after his receipt of such certificate (the “Response Period”), deliver to the Purchaser a written statement (the “Objection Notice”) setting forth in reasonable detail the nature of the objections to each of any discrepancies believed to exist. If no Objection Notice is given within the Response Period for a particular Earn Out Certificate, then the calculations set forth in such Earn-Out Certificate shall be controlling for all purposes of this Agreement.

(c)   If an Objection Notice is timely given within the Response Period, the Purchaser and the Shareholder shall use good faith efforts to jointly resolve any objections and discrepancies set forth in such Objection Notice within thirty (30) days of the receipt by the Purchaser of such Objection Notice, which resolution, if achieved, shall be fully and completely binding upon all Parties to this Agreement and not subject to further review, appeal, or dispute.

(d)   If the Purchaser and the Shareholder are unable to resolve the objections and discrepancies set forth in such Objection Notice to their mutual satisfaction within such thirty (30) day period, then the matter shall be submitted to an accounting firm mutually acceptable to the Purchaser and the Shareholder (the “Independent Accountants”). In submitting such matter to the Independent Accountants, the Purchaser, and the Shareholder shall concurrently deliver, at their own expense, to the Independent Accountants and the other Party such documents and information as the Independent Accountants may request. Each Party may also deliver to the Independent Accountants such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently delivered to the other Party. Neither Party shall have or conduct any communication, either written or oral, with the Independent Accountants without the other Party either being present or receiving a concurrent copy of any written communication. The Independent Accountants may conduct a conference concerning the objections and disagreements between the Purchaser and the Shareholder, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Independent Accountants and the other Party), and (ii) have present its or their advisors, accountants and/or counsel. The Independent Accountants shall promptly (but not to exceed seventy-five (75) days from the date of engagement of the Independent Accountants) render a decision, acting as an expert and not an arbitrator, on the issues presented, and such decision shall be final and binding on all of the Parties to this Agreement. In the event the Independent Accountants require a payment to be made by one Party to the other Party, such payment shall be due and payable within thirty (30) days from the date the decision is rendered. Each of the Parties shall agree to indemnify and hold harmless the Independent Accountants, and to execute whatever documents or agreements are necessary to effectuate the foregoing.

(e)   The Shareholder, on the one hand, and Purchaser, on the other hand, shall each pay fifty percent (50%) of all costs, fees and expenses to engage the Independent Accountants.

(f)   In connection with its review of all matters arising under the Earn-Out Certificate, the Purchaser shall provide the Shareholder and their representatives complete access to the books, records, personnel and facilities of or pertaining to the Company.

2.1   Closing Date.

The Closing shall take place at the offices of the Company, or at such other location agreed to by the Parties simultaneously with the execution and delivery of this Agreement. The date of the Closing is hereinafter referred to as the "Closing Date."

2.2   Closing Transactions.

At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:

(a)   The Shareholder shall deliver or cause to be delivered to the Purchaser, or if specified to such other person, the following:

(i)   Certificates representing all of the Shares duly endorsed by the Shareholder in blank or accompanied by assignments separate from certificate duly endorsed in blank, and such other duly executed transfer documents as are required to perfect the transfer;

(ii)   A certificate of the Shareholder to the effect that the Company and the Shareholder have performed all obligations required to be performed by them under this Agreement prior the Closing Date;

(iii)   The employment agreement by and between the Company and Shareholder (the "Friedman Employment Agreement"), in substantially the form attached hereto as Exhibit B executed by the Shareholder;

(iv)   A certificate of existence/authorization from the office of the Minnesota Secretary of State dated within fifteen (15) days of the Closing Date to the effect that the Company is in good standing under the laws of such state;

(v)   Financial statements of the Company for its two most recently completed fiscal years ended September 30, 2007 and September 30, 2006, audited by an SEC-registered independent accountant, and financial statements of the Company for the nine-month interim periods ended June 30, 2008 and June 30, 2007, reviewed by an SEC-registered independent accountant (collectively, the “Financial Statements”), that contain no material qualifications and identify no material exceptions to generally accepted accounting principles in form and substance required under the rules and regulations of the SEC;

(vi)   All approvals, consents, permits and waivers of Governmental Authorities and any other Person necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and no such approval, consent, permit or waiver of any Governmental Authority or such other third party shall contain any term or condition that Purchaser in its reasonable discretion determines to be unduly burdensome. The Company must notify the Federal Maritime Commission of the change in ownership following the closing;

(vii)   An incumbency certificate signed by the President of the Company dated at or about the Closing Date;

(viii)   Copies of the Company’s articles of incorporation and by laws certified by the Secretary of the Company dated at or about the Closing Date;

(ix)   Certified resolutions of the board of directors of the Company retaining Robert F. Friedman as President of the Company, together with the resignation of Robert F. Friedman from all other officer positions of the Company;

(x)   Certificates or Articles of Merger related to the mergers of FNA Corporation (“FNA”) and BFW Logistics, Inc. (“BFW”) with and into the Company (the “Permitted Mergers”) as filed with the offices of the Minnesota and Delaware Secretaries of State;

(xi)   An opinion of the Company’s counsel in form and substance satisfactory to Purchaser;

(xii)   A non-foreign person affidavit as required by Section 1445 of the Code from the Shareholder, if applicable;

(xiii)   Uniform Commercial Code searches of filings made pursuant to Article 9 thereof in all jurisdictions where any assets of the Company are located, in form, scope and substance reasonably satisfactory to Purchaser and its counsel, shall not disclose any Encumbrances against any of such assets disclosed thereby except Encumbrances that are disclosed in Financial Statements, this Agreement, or are otherwise released or terminated by the Company prior to or at the time of Closing;

(xiv)   Court docket (or similar searches) and judgment searches in scope reasonably acceptable to the Purchaser’s counsel;

(xv)   Either (i) evidence satisfactory to the Purchaser that all outstanding Bank Indebtedness has been repaid in full or (ii) written request to Purchaser to apply that portion of the Base Purchase Price to be paid at the Closing to the repayment in full of all outstanding Bank Indebtedness; and

(xvi)   Such other documents, agreements, consents, and approvals governmental or otherwise, as are required under this Agreement or as may be reasonably requested by the Purchaser in connection with compliance with the provisions hereunder and consummation of the transactions contemplated herein.

(b)   Purchaser will deliver or cause to be delivered to the Shareholder the following:

(i)   The Initial Closing Cash Payment required to be paid at the Closing under Section 1.2(b)(i) by wire transfer of immediately available funds to the bank account of Shareholder set forth on Schedule 2.2(b)(i);

(ii)   A certificate of good standing of the Secretary of the State of Delaware dated within fifteen (15) days of the Closing Date, to the effect that Purchaser is in good standing under the laws of Delaware;

(iii)   Certified resolutions of the Purchaser’s board of directors, dated at or about the Closing Date, authorizing the transactions contemplated under this Agreement;

(iv)   An incumbency certificate signed by all of the officers of the Purchaser, dated at or about the Closing Date;

(v)   The Friedman Employment Agreement executed by the Company;

(vi)   An opinion of the Purchaser’s counsel, in form and substance satisfactory to the Shareholder;

(vii)   All consents, authorizations, orders or approvals required in order to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder; and

(viii)   Such additional documents, agreements, consents, and approvals governmental or otherwise, as are required under this Agreement or as may be reasonably requested by the Shareholder in connection with compliance with the provisions hereunder and consummation of the transactions contemplated herein.

As a material inducement to Purchaser to execute this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby, the Shareholder, hereby represents to the Purchaser that each of the following representations and warranties are true and correct as of the Closing Date, except as otherwise set forth in written disclosure schedules (the “Shareholder’s Schedules”) delivered to Purchaser pursuant to this Article III, a copy of which is attached to this Agreement as Exhibit C. The Shareholder’s Schedules are numbered to correspond to the various sections of this Article III setting forth certain exceptions to the representations and warranties contained in this Article III and certain other information required by this Agreement; provided , however , that any information disclosed in any section of the Shareholder’s Schedules shall be deemed to be disclosed and incorporated in any other part of the Shareholder’s Schedules, and shall modify and except the representations and warranties applicable thereto, where such incorporation is reasonable under the circumstances.

3.1   Organization, Qualification and Status.

(a)   The Company is duly incorporated and organized, validly existing and authorized under the laws of the State of Minnesota. The Company has full corporate power and authority to own, lease and use its properties and to carry on the Business as presently conducted. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each of the jurisdictions in which the nature of the Business or the character of the

properties and assets which it owns or leases makes such qualification or licensing necessary. Each jurisdiction in which the Company is qualified or licensed to do business as a foreign corporation is set forth in Section 3.1 of the Shareholder’s Schedules, except where such failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not and would not have a Material Adverse Effect on the Company.

(b)   The Company has not, during the six (6) year period immediately preceding the date hereof, changed its name, been the surviving entity of a merger, consolidation or other reorganization, or acquired all or substantially all of the assets of any Person. Section 3.1(b) of the Shareholder’s Schedules sets forth all fictitious names under which the Company or such predecessors have conducted business.

(c)   On or before the Closing Date, FNA Corporation, a Delaware corporation, and BFW Logistics, Inc., a Minnesota corporation (collectively, the “Related Companies” and individually a “Related Company”), have been merged with and into the Company such that as of the Closing Date, the former assets, liabilities and operations of the Related Companies are then included within the Company. Both of the forgoing mergers were duly and validly approved and authorized by all necessary board, shareholder and other corporate action required by the certificate or articles of incorporation and bylaws of each Related Company and of the Company and all applicable corporation laws, were completed in accordance with all applicable corporation laws and all filings with all Governmental Authorities necessary to effect both mergers have been made. Neither of the mergers: (i) conflicted with or resulted in a breach of any of the terms, conditions or provisions of the articles of incorporation or bylaws of any Related Company; (ii) violated, conflicted with or resulted in a breach of or default under any of the terms, conditions or provisions of any Instrument to which any Related Company was a party; (iii) accelerated or gave to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument to which any Related Company was a party; (iv) resulted in the creation of any Encumbrance on the assets, capital stock or properties of any Related Company; (v) to the Knowledge of the Shareholder, conflicted with, violated or resulted in a breach of or constituted a default under, any Applicable Law to which the Company, any Related Company or any of their respective assets or properties is or were subject; (vi) except as already obtained or filed, required the Company or any Related Company to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person; or (vii) affected the validity, enforceability or effectiveness of any Permit.

(d)   Each of RF Transportation, Inc., a Minnesota corporation; Adcom Express of Colorado, Inc., a Colorado corporation; Adcom Express of Atlanta, Inc., a Georgia corporation; and TR & MM, Inc., a Minnesota Corporation, Adcom Worldwide (Canada) NC, an Alberta Unlimited Liability Company (collectively, the “Inactive Companies”) has prior to the Closing Date ceased business operations and has no Liabilities.

3.2   Corporate Instruments and Records.

The copies of the articles of incorporation and bylaws of the Company, attached hereto at Schedule 3.2, certified by the Secretary of the Company and heretofore furnished to Purchaser, are true, correct and complete and each include all amendments to the date hereof. The minute

books of the Company, as made available to the Purchaser, contain a true, complete and correct record of all corporate action taken on or prior to the date hereof at the meetings of its shareholders and directors and committees thereof. The stock certificate books and ledgers of the Company, as made available to the Purchaser for inspection, are true, correct and complete, and accurately reflect, at the date hereof, the ownership of the outstanding capital stock of the Company by the Shareholder.

3.3   Capitalization.

The authorized capital stock of the Company consists of 2,500 shares of common stock, $0 par value, of which 2,500 shares are issued and outstanding and constitute the Shares. All of the Shares are held beneficially and of record by the Shareholder, and no shares are held in the treasury of the Company. All of the Shares are validly issued, fully paid and non-assessable and entitled to vote at shareholder meetings, and none of the Shares has been issued in violation of any preemptive rights of shareholders or transferred in violation of any transfer restrictions relating thereto. None of the Shares is subject to any preemptive or other right created by statute, the Company’s articles of incorporation or bylaws, by contract, or otherwise. There are no authorized or outstanding options, warrants, convertible securities, subscription rights, puts, calls, unsatisfied preemptive rights or other rights of any nature to purchase or otherwise receive, or to require the Company to purchase, redeem or acquire, any shares of the capital stock or other securities of the Company and there is no outstanding security of any kind convertible into such capital stock. None of the shares of capital stock or other securities of the Company was issued in violation of the Securities Act, state securities laws, or any other legal requirement.

3.4   Ownership of Shares.

The Shareholder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Shares, free and clear of all Rights and Encumbrances. The Shareholder has full power and authority to vote the Shares owned by him and to approve the transactions contemplated by this Agreement. Shareholder has the full power and authority to vote, transfer and dispose of the Shares, free and clear of any Right or Encumbrance other than restrictions under the Securities Act and applicable state securities laws. At the Closing, the Purchaser will acquire good title to the Shares, free and clear of all Rights and Encumbrances. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any Person to acquire, or to cause the redemption of, the Shares or to effect the merger or consolidation of the Company with or into any other Person.

3.5   Subsidiaries.

(a)   Schedule 3.5 attached hereto sets forth:

(i)   The name and percentage ownership by the Company of each corporation, partnership, joint venture or other entity in which the Company has, directly or indirectly, an equity interest representing fifty percent (50%) or more of the capital stock thereof or other equity interests therein (individually, a “Subsidiary” and, collectively, the “Subsidiaries”);

(ii)   The name and percentage ownership of each corporation, partnership, joint venture or other entity in which the Shareholder has, directly or indirectly, an equity interest representing fifty percent (50%) or more of the capital stock thereof or other equity interests therein (individually, an “Affiliated Entity” and collectively, the “Affiliated Entities”), which has or at any time in the past five (5) years has had a relationship with the Company or any of the Subsidiaries;

(iii)   The jurisdiction of incorporation, capitalization and ownership of each Subsidiary and Affiliated Entity;

(iv)   The names and the officers and directors of each Subsidiary and Affiliated Entity; and

(v)   The jurisdictions in which each Subsidiary and Affiliated Entity is qualified or holds licenses to do business as a foreign corporation.

(b)   Except as set forth in Schedule 3.5, the Company owns of record and beneficially all of the outstanding shares of capital stock of each of the Subsidiaries free and clear of all Encumbrances.

(c)   Except as set forth in Schedule 3.5, each of the Subsidiaries and Affiliated Entities is a corporation or other entity duly organized and validly existing and in good standing under the laws of the state of its incorporation and has all requisite power and authority to own its properties and carry on its business as now being conducted. Each of the Subsidiaries and Affiliated Entities is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification. Certified copies of the charter, bylaws and other governing instruments of the Subsidiaries and Affiliated Entities, each as amended to date, have been previously delivered to the Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery. The Company does not own any capital stock of or other equity interest in any corporation, partnership or other entity, other than the Subsidiaries. The shares of capital stock of each Subsidiary as set forth in Schedule 3.5 have been duly and validly issued and are fully paid and non-assessable.

(d)   Except as set forth in Schedule 3.5, none of the Subsidiaries holds shares of its capital stock in its treasury, and there are not, and on the Closing Date there will not be, outstanding any (i) options, warrants or other rights with respect to the capital stock of any of the Subsidiaries, (ii) any securities convertible into or exchangeable for shares of such stock, or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of any of them.

3.6   Authority.

The Shareholder has the full capacity, power and authority to enter into this Agreement and the Ancillary Agreements to which the Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and hereof. This Agreement and the Ancillary Agreements to which the Shareholder is a Party has been duly authorized, executed and delivered by the Shareholder and

are the legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with its terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Company or the Shareholder in connection with the execution, delivery or performance by the Company or the Shareholder of this Agreement.

3.7   No Violation.

(a)   The Company is not in default under or in violation of any provision of its articles of incorporation or bylaws, and except as set forth in the Shareholder Schedules, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Company or the Shareholder, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of the articles of incorporation or bylaws of the Company;

(b)   To the Knowledge of the Shareholder, the Company is not in material default or material breach of any written agreement, indenture, contract, lease, sublease, license, sublicense, franchise, loan agreement, note, or restriction to which it is a party or by which it is bound or to which it or its assets are subject (individually, an “Instrument” and collectively, the “Instruments”). Except as set forth in the Shareholder’s Schedules, neither the execution and delivery of this Agreement or the Ancillary Agreements by the Company and the Shareholder, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms hereof or thereof, will: (i) violate, conflict with or result in a breach of or default under any of the terms, conditions or provisions of any Instrument; (ii) accelerate or give to others any interests or rights, including rights of acceleration, termination, modification or cancellation, under any Instrument; (iii) result in the creation of any Encumbrance on the assets, capital stock or properties of the Company; (iv) to the Knowledge of the Shareholder, conflict with, violate or result in a breach of or constitute a default under, any Applicable Law to which the Company or any of its assets or properties is subject; (v) require the Company to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make a filing with, any Governmental Authority or any other Person; or (vi) affect the validity, enforceability or effectiveness of any Permit.

3.8   Financial Statements.

(a)   Schedule 3.8 hereto contains true, correct and complete copies of the Financial Statements. The Financial Statements have been prepared in conformity with GAAP applied on a consistent basis, and present fairly the financial position and results of operations and cash flows of the Company at the dates and for the periods covered by such Financial Statements. There have been no material changes in the financial condition, assets, Liabilities, or results of operations of the Company from June 30, 2008 to the date hereof, except changes in the Ordinary Course of Business, none of which, either individually or in the aggregate, has been materially adverse.

(b)   Each of the accounts receivable of the Company included within the Financial Statements constitutes a valid claim and is collectible in the full amount thereof against the debtor charged therewith on the books of the Company within 90 days of the date of

invoicing thereof (except for the amount of the allowance for doubtful accounts reflected on the most recent balance sheet included in the Financial Statements). No account debtor has any valid set-off, deduction or defense with respect thereto, and no account debtor has asserted any such set-off, deduction or defense.

(c)   The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(d)   The Company has not engaged in any transaction, maintained any bank account, or used any corporate funds except for the transactions, bank accounts or funds which have been and are reflected in the Company’s books and records.

3.9   Absence of Undisclosed and Contingent Liabilities.

Except as set forth in the Shareholder’s Schedules, neither the Company nor any Subsidiary has any Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements to the extent such Liabilities are required to be reflected thereon in accordance with GAAP, (ii) Liabilities incurred in the Ordinary Course of Business since June 30, 2008, and (iii) Liabilities arising under the Material Contracts set forth in the Shareholder’s Schedules or which are not required to be disclosed on such Shareholder’s Schedules and which have arisen in the Ordinary Course of Business.

3.10   No Adverse Changes.

Since June 30, 2008, except as set forth in the Shareholder’s Schedules and except for any transactions and agreements required in connection with the Permitted Mergers and except for those transactions and agreements set forth in the Shareholder’s Schedules (the “Permitted Transactions”), neither the Company nor any Subsidiary has failed to operate in the Ordinary Course of Business and has not:

(a)   Sold, leased, assigned or otherwise transferred any material properties or assets, or disposed of or permitted to lapse any rights in any Permit or Intellectual Property owned or used by it other than in the Ordinary Course of Business, or organized any new business entity or acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in any business or merged with or into or consolidated with any other Person;

(b)   Suffered, sustained or incurred any material loss or waived or released any material right or claim, whether or not in the Ordinary Course of Business;

(c)   Suffered, sustained or incurred any material damage, destruction or casualty loss to any material properties or assets, whether or not covered by insurance;

(d)   Engaged in any transaction not in the Ordinary Course of Business;

(e)   Made any capital expenditure in excess of $25,000 individually or $100,000 in the aggregate;

(f)   Subjected any of its properties or assets to any Encumbrance, whether or not in the Ordinary Course of Business;

(g)   Issued any note, bond or other debt security or created, incurred or assumed any indebtedness for borrowed money or capitalized lease obligation, or otherwise incurred any material Liability, except current Liabilities incurred in the Ordinary Course of Business;

(h)   Discharged or satisfied any Encumbrance, or paid any material Liability, other than current Liabilities shown on the most recent balance sheet included in the Financial Statements, and current Liabilities incurred in the Ordinary Course of Business since June 30, 2008;

(i)   Declared, set aside or paid a dividend or made any other distribution with respect to any class or series of capital stock of the Company, or directly or indirectly redeemed, purchased or otherwise acquired any shares of any class or series of the Company’s capital stock;

(j)   Increased the salary, wage or other compensation or level of benefits payable or to become payable by the Company to any of its employees, officers, or directors, including, without limitation, granting, paying or accruing any bonus other than holiday bonuses in the Ordinary Course of Business, incentive compensation, service award, or other similar benefit, other than any wage increases or raises to non-officer or non-director employees in the Ordinary Course of Business;

(k)   Loaned money to any Person or guaranteed any loan to or Liability of any Person, whether or not in the Ordinary Course of Business;

(l)   Except as described in the Shareholder’s Schedules, amended or terminated any Material Contract, except in the Ordinary Course of Business;

(m)   Suffered, sustained or incurred any Material Adverse Change;

(n)   Incurred any termination of any material customer account or group of accounts or received notice from any customer, supplier, vendor, Governmental Authority or any other Person which could give rise to or result in a Material Adverse Effect on the Company;

(o)   Delayed, postponed, or failed to pay any Liability outside of the Ordinary Course of Business;

(p)   Entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement or adopted, amended, modified or terminated any benefit plan for the benefit of any of the Companies’ directors, officers or employees;

(q)   Made any change or amendment in its articles of incorporation, bylaws, or other governing instruments;

(r)   Issued or sold any securities; acquired, directly or indirectly, by redemption or otherwise, any securities; reclassified, split up or otherwise changed any such equity security; or granted or entered into any options, warrants, calls or commitments of any kind with respect thereto;

(s)   Incurred any Liability other than in the Ordinary Course of Business;

(t)   Disposed of, or permitted to lapse, any Intellectual Property rights or disclosed any trade secret, process or know-how to any Person not an employee;

(u)   Entered into any contract other than in the Ordinary Course of Business; and/or

(v)   Entered into any contract to do any of the foregoing.

3.11   Guarantees.

(a)   Except as set forth in the Shareholder’s Schedules, the Company has not guaranteed, become surety or contingent obligor for or assumed any obligation, debt or dividend of any Person. No assets of the Company or any Subsidiary are or have been pledged, hypothecated, delivered for safekeeping, subjected to a security interest or otherwise provided in any way as security for payment or performance of any obligation of a Person other than the Company.

(b)   Section 3.11(b) of the Shareholder’s Schedules identifies all Liabilities of the Company for which the Shareholder has provided or been caused to incur personal guarantees thereof.

3.12   Tax Matters.

(a)   The Shareholder has previously provided the Purchaser with true and correct copies of the income Tax Returns which the Company has filed for the taxable periods ended on or after September 30, 2005.

(b)   Except as set forth on Shareholder’s Schedules:

(i)   The Company (A) has filed or caused to be filed all Tax Returns (or extensions thereof) which it is or has been required to file on or prior to the date hereof, by any jurisdiction to which it is or has been subject, and all such Tax Returns correctly and completely reflect all liability of the Company for any Taxes; (B) has timely paid all Taxes due and owing for all periods prior to the date hereof; (C) has made or caused to be made all withholdings of Taxes required to be made by it, and such withholdings have either been paid to the appropriate governmental agency or set aside in appropriate accounts for such purpose; and (D) has established adequate reserves and/or accruals for, in its financial books and records and related Financial Statements, all unpaid Taxes and all current Taxes not yet due and payable.

(ii)   There are no Tax deficiencies proposed or Threatened against the Company, nor are there any agreements, waivers, or other arrangements providing for extension of time with respect to the assessment or collection of any Tax against the Company. There are no audits, actions, suits, proceedings, investigations or claims now pending against the Company with respect to any Tax, or any matter under discussion between the Company and any Governmental Authority relating to any Taxes.

(iii)   The Company is not and has never been a member of an affiliated group of corporations (within the meaning of Section 1504 of the Code).

(iv)   The Company is not a party to, is not bound by, and does not have any obligation under any tax sharing, tax indemnity, or similar agreement.

(v)   The Company has prepared all Tax Returns on the accrual method of accounting. The Company has not made and will not make a change in method of accounting for a taxable year beginning on or before the Closing Date, which would require it to include any adjustment under Section 481(a) of the Internal Revenue Code in taxable income for any taxable year beginning on or after the Closing Date.

(vi)   Except as set forth in the Shareholder’s Schedules, the Shareholder is not a foreign person so that Section 897 and 6039C of the Internal Revenue Code are not applicable to the transactions provided for hereunder.

(vii)   The Shareholder’s Schedules identify all audits of the Company’s Tax Returns, including a reasonably detailed description of the nature and outcome of each audit. The Company has not given or been requested to give waivers or extensions of any statute of limitations relating to the payment of Taxes.

(viii)   The Company, since October 1, 1989 has been a validly electing “S Corporation” as that term is defined in Sections 1361 and 1362 of the Code, and has been a validly electing and qualifying “S” Corporation for state law purposes. The Company has never revoked or terminated any such federal or similar state election, nor has it taken any action which would disqualify the Company from its S Corporation status for federal and state purposes. In accordance with the Section 338(h)(10) election, the Company’s final “S Corporation” return shall report any gain or loss from the deemed sale under Section 338.

(ix)   FNA, for a period of at least 10 years has been filing as an “S Corporation” as that term is defined in Sections 1361 and 1362 of the Code,. FNA has never taken any action which would disqualify FNA from its S Corporation status for federal and state purposes. In accordance with the Section 338(h)(10) election, FNA’s final “S Corporation” return shall report any gain or loss from the deemed sale under Section 338.

(x)   BFW, since February 1, 2008 has been a validly electing “S Corporation” as that term is defined in Sections 1361 and 1362 of the Code, and has been a validly electing and qualifying “S” Corporation for state law purposes. BFW has never revoked or terminated any such federal or similar state election, nor has it taken any action which would disqualify BFW from its S Corporation status for federal and state purposes. In accordance with

the Section 338(h)(10) election, BFW’s final “S Corporation” return shall report any gain or loss from the deemed sale under Section 338.

(xi)   Except as set forth in the Shareholder’s Schedules, the Company has not in the past ten (10) years, (A) acquired assets from another corporation in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor, or (B) acquired the stock of any corporation which is a “qualified subchapter S subsidiary”.

(xii)   The Company has not filed a consent under Section 341(g) of the Code concerning collapsible corporations. The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (A) any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law) or (B) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax law. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 and 6662(A) of the Code.

3.13   Litigation.

Except as set forth in Schedule 3.13, there are no Proceedings, claims or demands pending or Threatened (i) against or involving the Company or any of its officers or directors (in their capacity as such), (ii) which seek to enjoin or obtain damages in respect of the transactions contemplated by this Agreement, or (iii) which would prevent the Company from consummating the transactions contemplated by this Agreement. To the Knowledge of the Shareholder, there are no state of facts existing which is reasonably likely to give rise to any such action, suit, proceeding, claim, demand or investigation. There are no Proceedings pending or Threatened against or involving the Company by or before any Governmental Authority, or to the Knowledge of the Shareholder, state of facts existing which is reasonably likely to give rise to any such Proceedings. The Company is not in violation of any Injunction.

3.14   Real Property.

The Company has the right to use all real property necessary for the conduct of the Business as presently conducted. Schedule 3.14 identifies all such real property. Except as set forth in the Shareholder’s Schedules, the Company is not a party to any leases of real property. The Company is the lessee under the real estate leases described on Schedule 3.17. True, correct and complete copies of said leases and any amendments, extensions and renewals thereof have heretofore been delivered by the Company to the Purchaser. The Company enjoys quiet and undisturbed possession under each of said leases. The Company’s interest in each of such leases is free and clear of any Encumbrances, is not subject to any deeds of trust, assignments, subleases or rights of any third parties created by the Company, other than the lessor thereof. To

the Knowledge of the Shareholder, said leases are valid and binding and in full force and effect, and the Company is not in default thereunder as to the payment of rent or otherwise, and the consummation of the transactions contemplated by this Agreement will not constitute an event of default under any of said leases and the continuation, validity and effectiveness of such leases will not be adversely affected by the transactions contemplated by this Agreement.

3.15   Owned Tangible Personal Property.

The Company owns or has the right to use all personal property necessary for the conduct of the Business as presently conducted. The Shareholder’s Schedules set forth a list of the items of tangible personal property owned by the Company where the replacement value of each item individually exceeds $10,000 (the “Tangible Personal Property”). Except as set forth on Schedule 3.15 hereto and except for property disposed of in the Ordinary Course of Business of the Company, the Company has all right, title and interest in, and good title to, the Tangible Personal Property free and clear of any Encumbrance. With respect to each item of Tangible Personal Property, (i) there are no leases, subleases, licenses, options, rights, or concessions or other agreements, written or oral, granting to any party or parties the right of use of any portion of such item of Tangible Personal Property, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such item of Tangible Personal Property or portion thereof or interest therein, and (iii) there are no parties other than the Company which are in possession of or are using such Tangible Personal Property. Copies of all leases and licenses relating to the Tangible Personal Property have heretofore been delivered by the Company to Purchaser.

3.16   Condition of Buildings and Tangible Personal Property.

All of the premises occupied and the items of Tangible Personal Property are in such operating condition and repair as are necessary for the conduct of the Business and, to the Knowledge of the Shareholder, comply in all material respects with Applicable Laws, including but not limited to zoning, building and fire codes. Each item of Tangible Personal Property is adequately covered by one of the insurance policies described in Section 3.24 hereto.

3.17   Material Contracts.

(a)   Section 3.17 of the Shareholder’s Schedules contains a list of all of the material contracts of the Company which shall consist of all agreements, leases, licenses, or contracts to which the Company is a party, under which the Company may become subject to any obligation or liability, or by which the Company or any of its assets may become bound (collectively, the “Material Contracts”) that satisfy any of the following:

(i)   each agreement or contract that involves performance of services or delivery of goods or materials by the Company in an amount or for a value in excess of $25,000;

(ii)   each agreement or contract that was not entered into in the Ordinary Course of Business;

(iii)   each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other agreement or contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and insta