STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”) is entered into as of August 17, 2009 by and among MTS ACQUISITION COMPANY, INC., a California corporation (“ Purchaser” ), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“ Parent Co. ”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“ Seller ”) and GEM MOBILE TREATMENT SERVICES, INC., a California corporation (the “ Company ”).  Purchaser, Parent Co., Seller and the Company are referred to herein collectively as the “ Parties ” and each as a “ Party .”

A.           Seller desires to sell Seller’s shares of Common Stock in the Company to Purchaser and Purchaser desires to purchase such shares from Seller.

B.           Parent Co., Seller, Purchaser and the Company want to enter into other arrangements in connection with the aforementioned stock sale.

C.           John Beale (“ Beale ”) and Paul Anderson (“ Anderson ”) are officers of the Company and have been involved in its day to day operations since as early as March 2006, and Anderson was one of the previous owners of the Company prior to a transaction in 2006 in which the Company was purchased by the Seller.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:

1.              Definitions .

1.1            Defined Terms .  For all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1 (such definitions to be equally applicable to both the singular and plural forms of the terms herein defined):

(a)           “ Code ” means the Internal Revenue Code of 1986, as amended or superseded through the date hereof.

(b)           “ Indebtedness ” means with respect to a Person (i) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (ii) all indebtedness for the deferred purchase price of property or services, and (iii) all obligations of such Person on or with respect to then outstanding letters of credit, bankers’ acceptances and other extensions of credit whether or not representing obligations for borrowed money.

(c)           “ Person ” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority or other entity.

                    1.2            Other Terms .  Each of the following terms shall have the meaning ascribed to them in the Section of this Agreement set forth opposite it:

 2.            Purchase and Sale of Shares at the Closing .  

2.1            Promissory Note .  Subject to the terms and the satisfaction of the conditions set forth in Section 3 of this Agreement, at the Closing, (i) Seller shall sell and deliver to Purchaser, free and clear of any Liens (other than the security interest granted by Purchaser pursuant to the Collateral Agreement in the form attached hereto as Exhibit A (the “ Collateral Agreement ”)), the 1,000,000 shares of the Company’s Common Stock (the “ Shares ”) owned by Seller; and (ii) Purchaser shall deliver to Seller a secured promissory note in the principal amount of $5,600,000.00 in the form attached hereto as Exhibit B (the “ Note ”) (the “ Closing Date Payment ”).  As used in this Agreement, “ Liens ” means any and all mortgages, claims, encumbrances, retention rights, charges, assessments, levies, easements, limitations, claims, restrictions, pledges, security interests or impositions of any kind.

2.2            Royalty Payments .

(a)           Purchaser will pay or cause the Company to pay Seller, as additional consideration for the Shares, a royalty equal to two percent (2%) of monthly Gross Sales (as defined below) for each month beginning in January 2010 and ending in December 2012 (the “ Royalty Period ” and any and all payments owed pursuant to this Section 2.2(a) are referred to herein as the “ Royalty Payments ”); provided, however, that $1,000,000.00 is the minimum total Royalty Payments and $2,000,000.00 is the maximum total Royalty Payments. On or before the 20th day of each month beginning in February 2010 and continuing through January 2013, Purchaser will calculate the Gross Sales for the immediately preceding month and pay two percent (2%) of the Gross Sales for that month to Seller.  If at any time during the Royalty Period $2,000,000.00 in total Royalty Payments have been paid to Seller, Purchaser will owe no further Royalty Payments to Seller.  If by January 20, 2013 Seller has not received at least $1,000,000.00 in total Royalty Payments, Purchaser will, on or before March 31, 2013, pay to Seller the difference between $1,000,000.00 and the amount of total Royalty Payments previously paid by Purchaser to Seller.  Notwithstanding the foregoing or any other provision of this Agreement, the following exceptions regarding Royalty Payments apply: (i) if the total royalties paid to Seller for the months of January through December 2010 or any portion thereof exceed $500,000.00, Purchaser may defer any and all royalties in excess of $500,000.00 owed pursuant to this Section 2.2(a) and such deferred amount must be paid to Seller on or before January 20, 2011 unless the maximum total royalty is reduced to $500,000.00 pursuant to the following exception; and (ii) if Purchaser pays in full both the Note and the Second Note (and informs CVC California, LLC, a Delaware limited liability company (“ CVC ”) to terminate the revolving line of credit pursuant to which the Second Note was issued) on or before December 31, 2010, the maximum total Royalty Payments owed pursuant to this Section 2.2(a) will be reduced to $500,000.00 (provided, however, that in order for the maximum total Royalty Payments to be reduced to $500,000.00, Purchaser must also pay Seller (within five (5) business days after paying the Note in full) an amount equal to $500,0000 minus the total Royalty Payments paid to Seller prior to the time when the Note and the Second Note are paid in full).  If at any time Purchaser (or the Company at Purchaser’s direction) has paid more than the maximum total Royalty Payments owed to Seller pursuant to this Agreement, Purchaser will give written notice of such overpayment to Seller and Seller will refund the entire overpayment to Purchaser (or to the Company at Back Nine’s direction) within 30 days after receiving such notice.

(b)           As used in this Agreement, the term “ Gross Sales ” means the revenue actually billed by the Company for any and all services provided or products, equipment or parts sold by the Company, the Purchaser, Back Nine, LLC, a California limited liability company (“ Back Nine ”) or any of their respective affiliates, subsidiaries or successors (excluding any payments made by the Company to Back Nine pursuant to any equipment leases between Back Nine and the Company); provided, however, that Royalty Payments with respect to Gross Sales not collected will be deferred until such Gross Sales are collected and upon collection thereof will be paid to Seller.  Notwithstanding any other provision of this Section 2.2, if the Company at any time pays a refund on any portion of collected Gross Sales on which it previously made a Royalty Payment, the Company may make a corresponding reduction in one or more subsequent Royalty Payments in order to offset the Royalty Payment previously made on the refunded amount.  Upon reasonable notice to Back Nine, during normal business hours and no more frequently than twice each calendar year, Seller will be entitled to audit (at its own expense) the Gross Sales and the calculation of any Royalty Payments.  Seller agrees that, pursuant to an agreement that Seller either has or will enter into with CVC, any and all Royalty Payments owed pursuant to this Section 2.2 are to be paid to CVC until if and when CVC instructs Back Nine in writing to do otherwise.

2.3            Purchase Price .  The Parties hereby acknowledge and agree that the Closing Date Payment and the obligation to pay the Royalty Payments (as such amounts may be adjusted pursuant to the terms of this Agreement, the “ Purchase Price ”) shall constitute the full consideration for the Shares.

2.4            Tangible Assets .  Attached hereto as Schedule 2.4 is a list of the Company’s owned equipment, machinery, vehicles, furniture, equipment and other fixed assets (the “ Tangible Assets ”).

2.5            Cash and Accounts Receivable .  Any and all existing cash, Cash Equivalents (as “ Cash Equivalents ” is defined in the Credit Agreement other than part (f) of that definition) and accounts receivable of the Company related to any services performed or products sold by the Company on or after July 20, 2009 will not be transferred out of the Company prior to the Closing and will remain in the Company through the Closing Date.  Seller will be entitled to receive and retain any and all cash, cash equivalents and accounts receivable of the Company related to any services performed or products sold by the Company on or before July 19, 2009.  Attached hereto as Schedule 2.5 is a list of all the accounts receivable of the Company that the Company, following the Closing, is entitled to receive and retain pursuant to this Section 2.5; any and all accounts receivable of the Company not listed on Schedule 2.5 as an account receivable that is to be retained, in full or in part, by the Company will be retained by the Seller.  Following the Closing, the Seller, Parent Co. and the Company will cooperate with one another and each use commercially reasonable efforts in an effort to ensure that all accounts receivable of the Company (including accounts receivable retained by Seller) are properly and fairly collected and that funds received as payment on accounts receivable of the Company (including accounts receivable retained by Seller) are properly allocated and distributed pursuant to this Section 2.5.

 3.            Closing .

                    3.1            Closing Date .  The purchase and sale of the Shares in exchange for the Purchase Price will be consummated at a closing (the “ Closing ”) held at the Law Office of Matt Sumrow, 4695 MacArthur Court, Suite 310, Newport Beach, California 92660 on August 17, 2009 at 10:00 a.m. (the “ Closing Date ”), simultaneously with the Parties signing and delivering signed counterparts of this Agreement.

3.2            Payment of Certain Liabilities .  As a condition precedent to Purchaser purchasing the Shares and the Closing of the transaction contemplated herein, the Company must pay in full all the liabilities listed on Schedule 3.2 prior to the Closing (other than those liabilities specifically identified on Schedule 3.2 as to be paid by the Seller in full no later than thirty calendar days after the Closing Date, with such post closing payments referred to herein collectively as the “ Seller Post-Closing Payments ”).   Seller agrees to pay (or have Parent Co. pay in lieu of Seller) all the Seller Post-Closing Payments in full no later than thirty calendar days after the Closing Date.

3.3            Line of Credit .  As an inducement for Purchaser to purchase the Shares and enter into the Collateral Agreement, Seller will: (i) provide Purchaser a line of credit in the amount of $700,000.00 and evidenced by a revolving credit agreement between Purchaser and Seller in the form attached hereto as Exhibit C (the “ Credit Agreement ”).  The amounts owed by Purchaser pursuant to the Credit Agreement will be further evidenced by a secured promissory note made by Purchaser in the form attached hereto as Exhibit D (the “ Second Note ”).

3.4            Parent Collateral Agreement .  As a further inducement for Purchaser to purchase the Shares and enter into the Collateral Agreement, Parent Co. will grant a security interest in all of its assets to Purchaser pursuant to the form of Collateral Agreement attached hereto as Exhibit E (the “ Parent Collateral Agreement ”).

3.5            Release of Liens by CVC .  As a condition precedent to the Closing, CVC will, at or prior to the Closing, release any and all Liens it has in the Shares or any assets of the Company (with such Liens to be replaced by the security interest granted by Purchaser pursuant to the Collateral Agreement).

                    3.6            Deliveries at Actual Closing .  The Closing shall be subject to the following Persons delivering or causing to be delivered the following:

(a)           Seller shall deliver to Purchaser one or more certificates representing the Shares together with appropriate stock powers.

(b)           [Intentionally Deleted.]

(c)           Seller shall deliver to Purchaser a copy of the Credit Agreement signed by Seller.

(d)           Parent Co. shall deliver to Purchaser a copy of the Parent Collateral Agreement signed by Parent Co.

(e)           The Company shall have delivered to Purchaser copies of all consents and approvals (including, but not limited to, regulatory approvals and Board Resolutions) required to be obtained by Seller and the Company in connection with the consummation of the transactions contemplated hereunder, which are listed in Schedule 3.6(e) .

(f)           Purchaser shall deliver to Seller the signed Note, the signed Second Note and copies of the Credit Agreement, Collateral Agreement and Parent Collateral Agreement signed by Purchaser.

(g)           Purchaser shall have received certificates of Good Standing with respect to the Company issued by the office of the Secretary of State of the State of California, dated as of a date no more than ten (10) days prior to the Closing Date.

(h)           Purchaser shall have received a certificate, duly executed by the Secretary of the Company and dated as of the Closing Date, certifying the names and specimen signatures of officers of the Company authorized to sign this Agreement, and such other documents as are contemplated by this Agreement on behalf of the Company and certifying that attached thereto are true and correct copies of: (i) the Company’s Articles of Incorporation, as amended, (ii) the Company’s Bylaws, as amended and (iii) resolutions duly adopted by the Board of Directors of the Company and the Company’s sole shareholder approving this Agreement and the consummation of the transactions contemplated hereby (and that such resolutions have not been rescinded, amended or modified).

(i)           Purchaser shall have received a certificate, duly executed by the Secretary of Seller and dated as of the Closing Date, certifying the names and specimen signatures of officers of Seller authorized to sign this Agreement, and such other documents as are contemplated by this Agreement on behalf of Seller and certifying that attached thereto are true and correct copies of: (i) Seller’s Certificate of Incorporation, as amended, (ii) Seller’s Bylaws, as amended and (iii) resolutions duly adopted by the Board of Directors of Seller approving this Agreement and the consummation of the transactions contemplated hereby (and that such resolutions have not been rescinded, amended or modified).

(j)           Purchaser shall have received a certificate, duly executed by the Secretary of Parent Co. and dated as of the Closing Date, certifying the names and specimen signatures of officers of Parent Co. authorized to sign this Agreement on behalf of Parent Co. and certifying that attached thereto are true and correct copies of: (i) Parent Co.’s Articles of Incorporation, as amended, (ii) Parent Co.’s Bylaws, as amended and (iii) resolutions duly adopted by the Board of Directors of Parent Co. approving this Agreement and the consummation of the transactions contemplated hereby (and that such resolutions have not been rescinded, amended or modified).

(k)           Purchaser shall have received a certificate from the Chief Executive Officer of Seller dated as of the Closing Date certifying that Seller has performed and complied with all agreements and obligations contained in this Agreement that are required to be performed and complied with by Seller on or prior to the Closing.

(l)           Purchaser shall have received a certificate from the Chief Executive Officer of the Company dated as of the Closing Date certifying that the Company has performed and complied with all agreements and obligations contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing.

(m)           Seller shall have received a certificate duly executed by the Secretary of Purchaser and dated as of the Closing Date, certifying the names and specimen signatures of officers of Purchaser authorized to sign this Agreement, and such other documents as are contemplated by this Agreement on behalf of Purchaser and certifying that attached thereto are true and correct copies of: (i) Purchaser’s Articles of Incorporation, as amended, (ii) Purchaser’s Bylaws, as amended and (iii) resolutions duly adopted by the Board of Directors and the sole shareholder of Purchaser approving this Agreement and the consummation of the transactions contemplated hereby (and that such resolutions have not been rescinded, amended or modified).

(n)           The Seller shall have received copies of all consents and approvals (including, but not limited to, regulatory approvals) required to be obtained by Purchaser in connection with the consummation of the transactions contemplated hereunder, which are listed in Schedule 3.6(n) .

(o)           Brett Clark, Timothy Koziol and Clyde Rhodes, Jr. shall tender their respective resignations as directors and officers of the Company, effective as of the Closing Date.

3.7            Merger .  Immediately following the Closing, Purchaser will merge with and into the Company.  As a result of that merger, the Company will become a wholly owned subsidiary of Back Nine.

3.8.            No Other Payments to Seller or Parent Co .  Following the Closing, the Company will not make any payments to Seller or Parent Co. other than any payments owed to Seller pursuant to this Agreement or the Credit Agreement.

         4.            Representations and Warranties of Seller and Parent Co .  As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated herein and except as set forth in the disclosure schedule delivered by Seller and attached hereto as Schedule 4 with multiple subparts (the “ Seller’s Disclosure Schedule ”), Parent Co. and Seller hereby, jointly and severally, represent and warrant in all material respects to Purchaser the following as set forth in this Section 4.  Nothing in the Seller’s Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Seller’s Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail.  An exception in the Seller’s Disclosure Schedule relating to one representation or warranty shall be deemed to qualify or to serve as an exception to another representation or warranty to the extent such exception expressly cross-references one or more applicable representations set forth in another section of this Section 4.  The Seller’s Disclosure Schedule is arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4 and is attached hereto as Schedule 4 .  As used in this Agreement, the phrase “ Seller’s Knowledge ” means, with respect to any matter in question, that any director or executive officer of Parent Co., Seller or the Company (not including Paul Anderson or John Beale) either (i) has actual knowledge of such matter or (ii) should, after due inquiry, know of such matter.  For this purpose, “ due inquiry ” means (i) reasonable review of files and other information in the possession of each such person or of which each such person is aware and (ii) reasonable inquiry of employees of Seller or the Company (other than Paul Anderson or John Beale) who have primary responsibilities pertinent to such inquiry and access to information in the possession of Seller or the Company, as the case may be, and responsive thereto.  Notwithstanding any other provision of this Agreement or in any Schedule or Exhibit attached hereto, neither Seller nor Parent Co. will be deemed to have breached any representation or warranty in Sections 4.16, 4.17 or 4.19 through 4.24 below if Anderson or Beale had, as of the Closing Date, actual knowledge (with no duty of inquiry or investigation) of the fact(s) causing such breach.  The burden of proof as to any such actual knowledge on the part of Anderson or Beale will be on the party alleging that Anderson or Beale had such actual knowledge.

                    4.1            Title to Shares .  

(a)           The authorized capital stock of the Company is as set forth on Schedule 4.1(a) .  The issued and outstanding equity interests of the Company are as set forth on Schedule 4.1(a)  and all such issued and outstanding equity interests are owned by Seller in the amounts set forth on Schedule 4.1(a) .  All such outstanding equity interests were duly authorized, validly issued and fully paid for and are nonassessable.  There are no existing options, warrants, rights, calls or commitments of any character relating to the equity interests of the Company.  There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of the Company and no commitments to issue such securities, obligations or instruments.  No Person has any right of first refusal, preemptive right, subscription right or similar right with respect to any equity interests of the Company.  Seller represents has good and marketable title to the Shares as set forth on Schedule 4.1(a)  (subject only to restrictions on transfer under applicable securities laws), and will convey to Purchaser at the Closing good and marketable title to the Shares, free and clear of any and all Liens (other than the Lien granted by Purchaser pursuant to the Collateral Agreement).

(b)           The Company does not have any direct or indirect subsidiaries.  For purposes of this Agreement, a direct or indirect subsidiary of the Company means any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is controlled by the Company through direct ownership of the stock, equity or other interests of such business enterprise or indirectly through the ownership of stock, equity or other interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

                     4.2            Organization, Good Standing and Authority .  The Company was duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with full corporate power and authority to own, operate and lease its properties and to conduct its business as currently conducted.  The Company is qualified as a foreign corporation in all other jurisdictions in which it is required to be so qualified pursuant to applicable law, and all such jurisdictions are listed on Schedule 4.2 .  The Company, Seller and Parent Co. have full corporate power and authority to do and perform all acts and things to be done by them under this Agreement and the documents, instruments and agreements executed in connection herewith by the Company, Seller and Parent Co. and the performance of their obligations hereunder and thereunder have been, to the extent necessary, duly and properly authorized and no other action or approval by the Company, Seller, Parent Co. or any other Person, except as set forth or described on Schedule 4.3 , is necessary for the execution, delivery or performance of this Agreement by the Company, Seller and Parent Co.

                     4.3            Execution and Delivery .  Except as set forth on Schedule 4.3 , all consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company, Seller and Parent Co. of this Agreement and the transactions contemplated hereby have been duly and lawfully obtained, and the Company, Seller and Parent Co. have full right, power, authority and capacity to execute, deliver and perform this Agreement and the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Company, Seller and Parent Co. and constitutes legal, valid and binding agreements of said Persons enforceable against said Persons in accordance with its terms in all material respects, except that enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors.  The Credit Agreement and the Collateral Agreement have been duly executed and delivered by Seller and constitutes a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms in all material respects, except that enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors.

                     4.4            No Conflicts .  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) to Seller’s Knowledge, except as set forth on Schedule 4.4 , conflict with or result in any material breach or violation of any term or provision of, or constitute a material default under (with or without notice or passage of time, or both), or otherwise give any Person a basis for accelerated or increased rights or termination or nonperformance under, any indenture, mortgage, deed of trust, loan or credit agreement, lease, license or other agreement or instrument to which the Company, Seller or Parent Co. is a party or by which any such Person is bound or affected or to which any of the property or assets of any such Person is bound or affected; (b) result in any material violation of the provisions of any of the organizational documents (the “ Organizational Documents ”) of the Company, Seller or Parent Co. or of any applicable statute, law, ordinance, rule, regulation, permit, order, writ, judgment, injunction, decree or award, whether foreign or domestic (“ Legal Requirement ”); or (c) result in the creation or imposition of any Lien upon the Shares or upon any property or assets of the Company, Seller or Parent Co. (other than the Liens granted by Purchaser pursuant to the Collateral Agreement).  Except for this Agreement, neither the Company, Seller nor Parent Co. has any legal obligation, absolute or contingent, to any other Person to sell any capital stock of the Company, the business of the Company, or any assets of the Company (other than sales of the Company’s assets in the Ordinary Course), or to effect any merger, consolidation or other reorganization of such Person or to enter into any agreement with respect thereto.

                     4.5            Corporate Records .  The copies or originals of the Organizational Documents of the Company and Seller and the minute books and stock records of the Company and Seller previously delivered to Purchaser are true, complete and correct in all material respects (excluding any books or records prepared prior to March 2006).  The Company has, in accordance with good business practices, maintained complete and accurate books and records, and correct records of all its material corporate proceedings; and Seller has delivered originals or accurate and complete copies of all such books and records of the Company to Purchaser prior to the Closing.

                     4.6            Financial Statements; Undisclosed Liabilities .

                                (a)            Schedule 4.6(a)  contains true and correct copies of the following financial statements (collectively, the “ Financial Statements ”): (i) the unaudited balance sheets of the Company as of December 31, 2006, December 31, 2007 and December 31, 2008; (ii) the unaudited income statements of the Company for the fiscal years ended December 31, 2006, December 31, 2007 and December 31, 2008; (iii) the unaudited balance sheet of the Company as of June 30, 2009 (the “ June 30, 2009 Balance Sheet ”), and (iv) the unaudited statement of income of the Company for the six months ended June 30, 2009.  June 30, 2009   is referred to herein as the “ Balance Sheet Date .”  The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles (“ GAAP ”).  The Financial Statements fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated therein, and are in accordance with the books and records of the Company, which are accurate and complete in all material respects.  There were no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which were not adequately provided for in the June 30, 2009 Balance Sheet in accordance with GAAP.

(b)           The Company does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the June 30, 2009 Balance Sheet or (ii) incurred in the Ordinary Course from and after the date of the June 30, 2009 Balance Sheet, (iii) disclosed on the Seller’s Disclosure Schedule or (iv) under customer contracts which are not in material default.  As used in this Agreement, “Ordinary Course” means matters occurring in the ordinary course of business in a manner and scope consistent with the past operations of the Company and which do not involve any material breach of any contract or any material violation of any Legal Requirement.

(c)           The Company has fully paid all the liabilities listed on Schedule 3.2 except for the Seller Post-Closing Payments.  Seller (or Parent Co. in lieu of Seller) will pay all the Seller Post-Closing Payments in full no later than thirty calendar days after the Closing Date.

                     4.7            Absence of Certain Changes .  Since the Balance Sheet Date, except as disclosed in Schedule 4.7 , the Company has operated its business in the Ordinary Course and has not:

(a)           issued any capital stock or other equity interests of the Company or options or rights to acquire capital stock or other similar rights of the Company, redeemed or repurchased any outstanding shares of capital stock or other equity interests of the Company, declared, set aside or paid any dividend or distribution on any shares of capital stock or other equity interests of the Company, merged with any other entity or purchased or acquired capital stock or other interest in any other entity, purchased or otherwise acquired all or substantially all of the business or assets of any other Person, or transferred or sold a substantial portion of the Company’s business or assets to any Person;

(b)           incurred any debts or liabilities (absolute, accrued, contingent or otherwise), other than current liabilities incurred in the Ordinary Course;

(c)           been subjected to or permitted a Lien upon or otherwise encumbered any of its assets, except any Lien for taxes not yet due;

(d)           sold, transferred, licensed or leased any of its rights, assets or properties except in the Ordinary Course;

(e)           discharged or satisfied any Lien other than a Lien securing, or paid any obligation or liability other than, current liabilities shown on the June 30, 2009 Balance Sheet and current liabilities incurred from and after the Balance Sheet Date, in each case in the Ordinary Course;

(f)           canceled or compromised any debt owed to or by or claim of or against it, or waived or released any right of material value other than in the Ordinary Course;

(g)           made or suffered any change or effect, which (individually or in the aggregate) has had, or may reasonably be expected to have, a Material Adverse Effect (“ Material Adverse Effect ” means any material adverse effect on or change with respect to the business, financial condition, properties, profitability, or operations of the Company.);

(h)           made any change in its accounting methods, principles or practices;

(i)            paid, or agreed to pay, any increase in compensation payable or to become payable (including any bonus or commission formula) of any kind to any employee, officer, director or consultant;

(j)            entered into any transaction with Seller, Parent Co. or CVC or any Affiliate of Seller, Parent Co. or CVC (“ Affiliate ” means with respect to Seller, Parent Co. and CVC each subsidiary of Seller, Parent Co. or CVC and any Person controlling, controlled by or under common control with Seller, Parent Co. or CVC).  The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person through the ownership, directly or indirectly, as of the date hereof or as of any future date, of more than 50% of the voting securities of such Person;

(k)           failed to renew or obtain an adequate replacement of any insurance policies material to its business;

(l)            to Seller’s Knowledge, taken any action (covertly or overtly) which would be reasonably expected to cause the termination of any customer Contract; or

(m)          entered into any agreement or otherwise obligated itself to do any of the foregoing.

                    4.8            Property; Encumbrances .  The Company has good, valid and marketable title to all its tangible personal property free and clear of all Liens except as set forth on Schedule 4.8(a) , and Liens for taxes not yet due.  The Company does not own any real property and Schedule 4.8(b)  contains a list of all real property leased by the Company (the “ Real Property ”).   Schedule 4.8(c)  contains a list of all tangible personal property owned by the Company or held by the Company pursuant to leases or licenses which, individually, have a cost, replacement value or fair market value in excess of $5,000.  The leases and licenses listed on Schedules 4.8(b)  and (c)  are, except as set forth in Schedules 4.8(b) and (c) , in full force and effect without any material default, waiver or indulgence thereunder by the Company or, to Seller’s Knowledge, by any other party thereto; provided, however, that no representation or warranty is given regarding any equipment lease between the Company, on the one hand, and Back Nine or 19th Hole, LLC, a California limited liability company (“ 19th Hole ”) on the other hand.  True and complete copies of all leases and licenses listed on Schedules 4.8(b)  and (c)  have been provided to Purchaser.  

                    4.9            Tangible Assets .  The Tangible Assets are sold as-is.    

                    4.10          Condition of Real Property .  To Seller’s Knowledge, no condemnation proceeding is pending or threatened, which would impair the occupancy, use or value of any of the Real Property.  To Seller’s Knowledge, the Company has the exclusive right to use and occupy the Real Property pursuant to the terms of the real property leases listed on Schedule 4.8(b) , and all material permits required to have been issued or appropriate to enable the Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.  Except as set forth on Schedule 4.10 , the Company has not subleased, assigned or transferred any of its rights with respect to the Real Property, and the Company has not entered into any agreement to do so (other than to the extent any such action(s) may have been taken by Anderson or Beale).  To Seller’s Knowledge, there are no outstanding notices of any uncorrected written violations of applicable building, safety, fire or housing ordinances with respect to the Real Property.

                    4.11          Intellectual Property and Proprietary Rights .   Schedule 4.11(a)  contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations and applications, software source code and grants of a license or right to the Company with respect to any of the foregoing, owned or claimed to be owned by the Company and used or proposed to be used by the Company in the conduct of its business, whether registered or not (collectively, the “ Intellectual Property Rights ”), except as to customary “off the shelf” software used in the Ordinary Course, including, without limitation, Microsoft Windows and Office programs.  The Company owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, “ Proprietary Information ”) used in its business, free and clear of any right, equity or claim of others.  The Company has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein.  No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller’s Knowledge, threatened litigation or other adverse claim of infringement by any other Person.

                    4.12            Insurance .   Schedule 4.12 contains a true and complete list (including the name of the insurer, policy number, coverage amount, deductible amount, premium amount and expiration date) of all insurance policies and bonds and self insurance arrangements currently in force that cover or purport to cover risks or losses to or associated with the Company’s business, operations, premises, properties, assets, employees, agents and directors.  The insurance policies, bonds