STOCK PURCHASE AND RECAPITALIZATION AGREEMENT

This Agreement this 31st day of March, 2009 by and among One Up Acquisition, Inc. , a Georgia corporation and wholly owned subsidiary of Parent (" Buyer "); Remark Enterprises, Inc. , a Nevada corporation (" Parent "); and One Up Innovations, Inc. a Georgia corporation (the " Company ") and Louis S. Friedman, majority shareholder of the Company (“ Seller ”).

A.           The respective Boards of Directors of each of the Company, Buyer and Parent, and Seller, has approved and declared advisable the merger of the Company with and into Buyer (the " Merger ") and approved the Merger upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of the common stock of the Company (a " Company Common Share " or, collectively, the " Company Common Shares "), will be converted into 4.3845546753968 shares of common stock, $0.0001 par value, of Parent (" Parent Common Stock ") which, after giving effect to the Merger, shall equal, in the aggregate, 90% of the total issued and outstanding common stock of Parent.  Each Series A Preferred Share of the Company (a “ Company Preferred Share ” or, collectively, the “ Company Preferred Shares ”) will be converted into 4.3 shares of preferred stock of Parent with the provisions, rights and designations set forth herein.  The Company Common Shares and the Company Preferred shares are referred to herein, collectively, as the “ Company Shares ”.

B.           The respective Boards of Directors of the Company, Buyer and Parent have determined that the Merger is in furtherance of and consistent with their respective long-term business strategies and is fair to and in the best interests of their respective stockholders.

C.           It is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the " Code ");

D.           For financial accounting purposes, it is intended that the Merger will be accounted for as a " purchase ";

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.1  The Merger .  Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the laws of the state of Georgia (" Georgia Law ") at the Effective Time, the Buyer shall be merged with and into the Company and the separate corporate existence of the Buyer shall thereupon cease.  The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the " Surviving Corporation "), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the merger, except as set forth herein.  The Merger shall have the effects specified in the Georgia Law.

SECTION 1.2  Closing .  Subject to the terms and conditions of this Agreement, the closing of the Merger and the consummation of the other transactions contemplated hereby (the " Closing ") shall take place at the offices of Cohen & Czarnik LLP 17 State Street, 39 ^th Floor, New York 10004 not later than June 20, 2009 and at such other date, time and place as the parties hereto shall agree.

SECTION 1.3  Effective Time .  On the date of Closing, the Company and Buyer will cause a Certificate of Merger (the " Georgia Certificate of Merger ") to be executed, acknowledged and filed with the Secretary of State of the State of Georgia. The Merger shall become effective at the time when the Georgia Certificate of Merger has been filed with the Secretary of State of the State of Georgia, or, as otherwise agreed by the Company and Buyer (the " Effective Time ").

SECTION 1.4  Certificate of Incorporation .  The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the " Certificate of Incorporation "), until duly amended as provided therein or by applicable law.

SECTION 1.5  By-Laws .  The by-laws of the Company in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation (the " By-Laws "), until thereafter amended as provided therein or by applicable law.

SECTION 1.6  Directors .  The director of the Company shall, from and after the Effective Time, be Louis S. Friedman until his successor have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the By-Laws. As of the Effective Time, the authorized number of directors comprising the Board of Directors of Parent shall consist of not less than 3 and not more than 5 individuals.  The following individuals shall be elected to the Board Directors of Parent at the Effective Time: (i) Louis S. Friedman (Chairman of the Board); (ii) Don Cohen; and (iii) Ronald P. Scott.

SECTION 1.7  Officers .  The officer of the Company shall, from and after the Effective Time, be Louis S. Friedman (Chief Executive Officer and President), Ronald P. Scott, (Chief Financial Officer and Secretary), and Leslie Vogelman (Treasurer), until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the By-Laws.  As of the Effective Time, the officers of Parent shall be appointed as follows: (i) Louis S. Friedman (CEO, President), Ronald P. Scott (Chief Financial Officer and Secretary) and Leslie Vogelman (Treasurer).

SECTION 1.8  Effect on Capital Stock .  At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of Buyer:

(a)            Merger Consideration .

(i)           Each Company Common Share issued and outstanding immediately prior to the Effective Time shall be converted into, and become exchangeable for 4.3845546753968 validly issued, fully paid and nonassessable shares of Parent Common Stock (the " Parent Common Shares ").

(ii)           Each Company Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for one (1) share of preferred stock of stock of Parent (“ Parent Preferred Stock ”) with characteristics, rights and designations substantially identical to the Company Preferred Shares except that each holder of record of Parent Preferred Stock shall be entitled to vote at all meetings of common stockholders and shall have ten (10) votes per share of Parent Preferred Stock.

(iii)           The Parent Common Shares and the Parent Preferred Shares, collectively, are referred to herein as the “ Parent Merger Stock ”, and the conversion of the Company Shares into Parent Merger Stock is referred to as the  " Merger Purchase Price ");

(b)           At the Effective Time, all Company Shares shall be canceled and the Company shall cease to exist, and each certificate (a " Certificate ") formerly representing:

(i)            any Company Common Shares shall thereafter represent only the right to receive the shares of Parent Common Stock into which such Company Common Shares have been converted; and

(ii)           any Company Preferred Shares shall thereafter represent only the right to receive  the shares of Parent Preferred Stock into which such Company Preferred Shares have been converted.

SECTION 1.9  Exchange of Certificates for Shares.

(a)            Exchange .  At Closing, Parent shall deliver or cause to be delivered to each respective owner of Company Shares and in each of their respective names certificates representing Parent Merger Stock into which the Company Shares that such shareholders owns are to be converted as set forth on Schedule 1 attached hereto.

(b)            Fractional Shares .  No certificates or scrip representing fractional shares of Parent Common Stock or Parent Preferred Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I; no dividend or other distribution by Parent and no stock split, combination or reclassification shall relate to any such fractional share; and no such fractional share shall entitle the record or beneficial owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any such factional share, each holder of Company Shares who would otherwise have been entitled thereto upon the surrender of Certificate(s) for exchange pursuant to this Article I will be paid an additional share of Parent Common Stock or Parent Preferred Stock.

(c)            Adjustments of Conversion Number .  In the event that Parent changes the number of shares of Parent Common Stock or Parent Preferred Stock , issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse split), dividend or distribution, recapitalization, merger (other than the Merger, Stock Purchase or the cancellation of options previously granted by the Company), subdivision, or other similar transaction with a dilutive effect, or if a record date with respect to any of the foregoing shall occur prior to the Effective Time, the conversion number shall be equitably adjusted.

Each of the Company and Seller represents, warrants and covenants to Buyer and Parent as follows and acknowledges that Buyer and Parent are relying upon such representations and warranties in connection with the Contemplated Transactions (as hereinafter defined):

SECTION 2.1  Capitalization .  The outstanding and issued capital stock of the Company consists of 10,263,300 shares of common stock and 1,000,000 shares of Series A Preferred Shares.   Schedule 1 sets forth the name of each record and beneficial shareholder of the Company (each a " Shareholder " and collectively the " Shareholders ") and the number of Company Shares held by each such person.  Foam Labs, Inc., a Georgia corporation (the “ Subsidiary ”), is wholly owned by the Company and is its only subsidiary.  The Company and Subsidiary does not and, at the Closing, the Company and Subsidiary will not, have outstanding any capital stock or other securities or any rights, warrants or options to acquire securities of the Company or the Subsidiary, or any convertible or exchangeable securities and, other than Buyer pursuant to this Agreement, no person has or, at Closing will have, any right to purchase or otherwise acquire any securities of the Company or the Subsidiary.  There are, and at Closing there will be, no outstanding obligations of the Company or the Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or the Subsidiary.  All of the Company Shares are, and at Closing will be, duly authorized, duly and validly issued, fully paid and non-assessable, and none were issued in violation of any preemptive rights, rights of first refusal or any other contractual or legal restrictions of any kind except as set forth on Schedule 2.1 .

SECTION 2.2  Title to the Shares .  Seller is the beneficial owner and holds good and valid title to its Company Shares free and clear of any Lien.  Upon consummation of the Contemplated Transactions and the satisfaction of the conditions to Closing set forth herein, Buyer will own all of the issued and outstanding shares of capital stock of the Company, free and clear of any Lien.  At the Closing, Seller and each Shareholder of the Company will deliver the Company Shares to Buyer free and clear of any Lien, other than restrictions imposed by the Securities Act of 1933, as amended, (the " Securities Act ") and applicable securities Laws including the laws of the State of Georgia.

SECTION 2.3  Authority Relative to this Agreement .  At the Closing, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the " Contemplated Transactions ").  The execution, delivery and performance by the Company and Seller of each Transaction Document and the consummation of the Contemplated Transactions to which the Company and/or Seller are, or at Closing, will be, a party will have been duly and validly authorized by the Company and Seller and no other acts by or on behalf of the Company or Seller will be necessary or required to authorize the execution, delivery and performance by each of the Company and Seller of each Transaction Document and the consummation of the Contemplated Transactions to which it, he or she, is or, at Closing, will be, a party.  This Agreement and the other Transaction Documents to which the Company or Seller is a party have been duly and validly executed and delivered by the Company or Seller, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements of the Company and Seller, respectively, enforceable against the Company and Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

SECTION 2.4  No Conflicts; Consents .  The execution, delivery and performance by the Company of each Transaction Document to which it is a party and the consummation of the Contemplated Transactions to which the Company is a party, upon approval of the Shareholders will not: (i) violate any provision of the certificate of incorporation or memorandum of association of the Company; (ii) require the Company to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth on Schedule 2.4 (the " Company Required Consents "); (iii) violate, conflict with or result in a breach or default under (with or without the giving of notice or the passage of time or both), or permit the suspension or termination of, any material Contract (including any Real Property Lease) to which the Company is a party or by which it or any of its assets is bound or subject, or to the best of Company’s knowledge and information result in the creation of any Lien upon any of the Company Shares or upon any of the Assets of the Company; (iv) violate any Order, any Law, of any Governmental Body against, or binding upon, the Company or upon any of their respective assets or the Business; or (v) violate or result in the revocation or suspension of any Permit.

SECTION 2.5  Corporate Existence and Power .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and has all requisite powers, authority and all Permits required to own and/or operate its Assets and to carry on the Business as now conducted, including all qualifications under any statute in effect in any state or foreign jurisdiction in which the Company operates its Business.  The Company is duly qualified to do business and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.

SECTION 2.6  Charter Documents and Corporate Records .  The Company has heretofore delivered to Parent true and complete copies of the Articles of Incorporation, By-Laws and minute books, or comparable instruments, of the Company as in effect on the date hereof.  The stock transfer books of the Company have been made available to Parent for its inspection and are true and complete in all respects.

SECTION 2.7  Financial Statements .

(a)            Schedule 2.7A sets forth true, complete and correct copies of: (i) the Company's audited financial statements as of and for the fiscal years ended June 30, 2008 and June 30, 2007 (the "Annual Statements"); (ii) the Company's and the Subsidiary’s financial statements as of and for the six months ended December 31, 2008 (the " Interim Statements "); and (iii) all management letters, management representation letters and attorney response letters issued in connection with the Annual Statements and the Interim Statements. Each of the Annual Statements and the Interim Statements present fairly and accurately in all material respects the financial position of the Company and the Subsidiary as of its date, and the earnings, changes in stockholders' equity and cash flows thereof for the periods then ended in accordance with GAAP, consistently applied.  Each balance sheet contained therein or delivered pursuant hereto fully sets forth all consolidated Assets and Liabilities of the Company existing as of its date which, under GAAP, should be set forth therein, and each statement of earnings contained therein or delivered pursuant hereto sets forth the items of income and expense of the Company which should be set forth therein in accordance with GAAP.  The audit of the Annual Statements has been completed and delivered by an independent auditing firm registered with the Public Company Accounting Oversight Board.

(b)           All financial, business and accounting books, ledgers, accounts and official and other records relating to the Company have been properly and accurately kept and completed, and the Company has no knowledge, notice belief or information there are any material inaccuracies or discrepancies contained or reflected therein.

SECTION 2.8  Liabilities . The Company has not incurred any Liabilities since December 31, 2008(the " Latest Balance Sheet Date ") except (i) current Liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of the Business and consistent with past practice, and (ii) Liabilities reflected on any balance sheet referred to in Section 2.7(a).

SECTION 2.9  Company Receivables .  Except to the extent of the amount of the allowance for doubtful accounts reflected in the Annual Statements and the Interim Statements, all the Receivables of the Company reflected therein, and all Receivables that have arisen since the Latest Balance Sheet Date (except Receivables that have been collected since such date), are valid and enforceable Claims subject to no known defenses, offsets, returns, allowances or credits of any kind, and constitute bona fide Receivables collectible in the ordinary course of the Business except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws or principles of equity affecting the enforcement of creditors rights generally.

SECTION 2.10  Absence of Certain Changes .  a) Since July 1, 2008, the Company has conducted the Business in the ordinary course consistent with past practice, except as disclosed on Schedule 2.10 hereof, and there has not been:

(i)           Any material adverse change in the Condition of the Business;

(ii)           Any material damage, destruction or other casualty loss (whether or not covered by insurance), condemnation or other taking affecting the Business or the Assets of the Company;

(iii)           Any change in any method of accounting or accounting practice by the Company;

(iv)           Except for normal increases granted in the ordinary course of business, any increase in the compensation, commission, bonus or other direct or indirect remuneration paid, payable or to become payable to any officer, stockholder, director, consultant, agent or employee of the Company, or any alteration in the benefits payable or provided to any thereof;

(v)           Any material adverse change in the relationship of the Company with its employees, customers, suppliers or vendors;

(vi)           Except for any changes made in the ordinary course of Business, any material change in any of the Company's business policies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies;

(vii)           Any agreement or arrangement whether written or oral to do any of the foregoing.

(viii)                   The Company has no Liability that is past due and which, individually or in the aggregate, exceeds $25,000, except as shown on the Annual Statements or the Interim Statements.

SECTION 2.11  Leased Real Property .  b) The Company has no fee interest, purchase options or rights of first refusal in any real property and the Company has no leasehold or other interest in any real property, except as set forth on Schedule 2.11 (the " Leased Real Property "), and all leases including all amendments, modifications, extensions, renewals and/or supplements thereto (collectively, " Real Property Leases ") are described on Schedule 2.11 .

SECTION 2.12  Personal Property; Assets .  The Company has good and valid title to (or valid leasehold interest in) all of its personal property and Assets, free and clear of all Liens, except the Permitted Liens and as indicated on Schedule 2.12 .  The machinery, equipment, computer software and other tangible personal property constituting part of the Assets and all other Assets (whether owned or leased) are in good condition and repair (subject to normal wear and tear) and are reasonably sufficient and adequate in quantity and quality for the operation of the Business as previously and presently conducted.   Schedule 2.12 contains a list and description of all tangible personal property owned or leased by the Company with a book value (before depreciation) of $25,000 or more.  The Assets constitute all of the assets, which are necessary to operate the Business of the Company as currently conducted.

SECTION 2.13  Contracts .  i)   Schedule 2.13 sets forth an accurate and complete list of all Contracts to which the Company is a party or by which it or its Assets are bound or subject that: (i) cannot be canceled upon 30 days' notice without the payment or penalty of less than One Thousand Dollars ($1,000); or (ii) involve aggregate annual future payments by or to any person of more than Five Thousand Dollars ($5,000). True and complete copies of all written Contracts (including all amendments thereto and waivers in respect thereof) and summaries of the material provisions of all oral Contracts so listed have been made available to Buyer.

(b)           All Contracts to which the Company is a party are valid, subsisting, in full force and effect and binding upon the Company and the other parties thereto, in accordance with their terms, except that no representation or warranty is given as to the enforceability of any oral Contracts.  Except as set forth on Schedule 2.13, the Company is not in default (or alleged default) under any such Contract.

SECTION 2.14  Patents and Intellectual Property Rights .  ii)  Schedule 2.14 sets forth a list of each patent, trademark, trade name, service mark, brand mark, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the " Intellectual Property ") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto.  The use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service mark, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A .

(b)           The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted.  The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted.

(c)           To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the " Intellectual Property Licenses ") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Company or, to the Company's knowledge, by any other party thereto, and to the Company’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by the Company thereunder.

SECTION 2.15  Claims and Proceedings . There are no outstanding Orders of any Governmental Body against or involving the Company, its Assets, the Business, or the Company Shares. There are no actions, suits, claims or counterclaims, examinations, Company Required Consents or legal, administrative, governmental or arbitral proceedings or investigations (collectively, " Claims ") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or, to the best of the Company's knowledge, threatened on the date hereof, against or involving the Company, its Assets, the Business or the Company Shares.

SECTION 2.16  Taxes .  iii)  Except as set forth in Schedule 2.16 :

(i)           The Company has timely filed or, if not yet due but due before Closing, will timely file all Tax Returns required to be filed by it for all taxable periods ending on or before the date of Closing and all such Tax Returns are or, if not yet filed, will be, upon filing, true, correct and complete in all material respects;

(ii)           the Company has paid, or if payment is not yet due but due before Closing, will promptly pay when due to each appropriate Tax Authority, all Taxes of the Company shown as due on the Tax Returns required to be filed by it for all taxable periods ending on or before the date of Closing;

(iii)           the accruals for Taxes currently payable as well as for deferred Taxes shown on the financial statements of the Company as of the date of the Annual Statements, the Interim Statements or the date of any financial statements delivered hereunder: (A) adequately provide for all contingent Tax Liabilities of the Company as of the date thereof; and (B) accurately reflect, as of the date thereof, all unpaid Taxes of the Company whether or not disputed, in each case as required to be reflected thereon in order for such statements to be in accordance with GAAP;

(iv)           no extension of time has been requested or granted for the Company to file any Tax Return that has not yet been filed or to pay any Tax that has not yet been paid and the Company has not granted a power of attorney that remains outstanding with regard to any Tax matter;

(v)           the Company has not received notice of a determination by a Tax Authority that Taxes are currently owed by the Company (such determination to be referred to as a " Tax Deficiency ") and, to the Company's knowledge, no Tax Deficiency is proposed or threatened;

(vi)           all Tax Deficiencies have been paid or finally settled and all amounts determined by settlement to be owed have been paid;

(vii)          there are no Tax Liens on or pending against the Company or any of the Assets, other than those which constitute Permitted Liens;

(viii)         there are no presently outstanding waivers or extensions or requests for a waiver or extension of the time within which a Tax Deficiency may be asserted or assessed;

(ix)           no issue has been raised in any examination, investigation, Company Required Consents, suit, action, claim or proceeding relating to Taxes (a " Tax Company Required Consents ") which, by application of similar principles to any past, present or future period, would result in a Tax Deficiency for such period;

(x)           there are no pending or threatened Tax audits of the Company;

(xi)          the Company has no deferred intercompany gains or losses that have not been fully taken into income for income Tax purposes;

(xii)         there are no transfer or other taxes (other than income taxes) imposed by any state on the Company by virtue of the Contemplated Transactions; and

(xiii)        no claim has been made by any Tax Authority that the Company is subject to Tax in a jurisdiction in which the Company is not then paying Tax of the type asserted.

Each reference to a provision of the Code in this Section 2.16 shall be treated for state and local Tax purposes as a reference to analogous or similar provisions of state and local law.

(b)           To the Company’s knowledge, the Company has collected and remitted to the appropriate Tax Authority all sales and use or similar Taxes required to be collected on or prior to the date of Closing and has been furnished properly completed exemption certificates for all exempt transactions and has no information otherwise or notice of any claim by any government or jurisdiction with regards thereto.  The Company has maintained and has in its possession all records, supporting documents and exemption certificates required by applicable sales and use Tax statutes and regulations to be retained in connection with the collection and remittance of sales and use Taxes for all periods up to and including the date of Closing.  With respect to sales made by the Company prior to the date of Closing for which sales and use Taxes are not yet due as of the date of Closing, all applicable sales and use Taxes payable with respect to such sales will have been collected or billed by the Company and will be included in the Assets of the Company as of the date of Closing.

SECTION 2.17  Compliance with Laws .  The Company is not in violation of any order, judgment, injunction, award, citation, decree, consent decree or writ (collectively, " Orders ") and to the best of the Company’s knowledge, belief  and information, any Laws of any Governmental Bodies affecting the Company, the Company Shares or the Business.

SECTION 2.18  Permits .  The Company has obtained all licenses, permits, certificates, certificates of occupancy, orders, authorizations and approvals (collectively, " Permits "), and has made all required registrations and filings with all Governmental Bodies, that are necessary to the ownership of the Assets, the use and occupancy of the Leased Real Property, as presently used and operated, and the conduct of the Business or otherwise required to be obtained by the Company.  All Permits required to be obtained or maintained by the Company are listed on Schedule 2.18 and are in full force and effect; no violations are or have been recorded, nor have any notices or violations thereof been received, in respect of any Permit; and no proceeding is pending or threatened to revoke or limit any Permit; and the consummation of the Contemplated Transactions will not (or with the giving of notice or the passage of time or both will not) cause any Permit to be revoked or limited.

SECTION 2.19  Environmental Matters . To the best of the Company’s knowledge, belief  and information, the Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law.

SECTION 2.20  Finders Fees .  Except as set forth on Schedule 2.20 , there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company in connection with the consummation of the Contemplated Transactions.

SECTION 2.21  Disclosure .  Neither this Agreement, the Schedules hereto, nor any reviewed or unaudited financial statements, documents or certificates furnished or to be furnished to Buyer or Parent by or on behalf of the Company or Seller pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.  Except for general current economic conditions effecting the entire economy or the Company’s entire industry and not specific to the Business, there are no events, transactions or other facts known by the Company, which, either individually or in the aggregate, may give rise to circumstances or conditions which would have a material adverse effect on the general affairs or Condition of the Business.

Buyer and Parent jointly and severally represent, warrant and covenant to the Company as follows and acknowledge that the Company and Seller are relying upon such representations and warranties in connection with the Contemplated Transactions:

SECTION 3.1  Authority Relative to this Agreement .  Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions.  Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party.  This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

SECTION 3.2  No Conflicts; Consents .  The execution, delivery and performance by Buyer and Parent of each Transaction Document to which they are a party and the consummation of the Contemplated Transactions to which Buyer and Parent are a party does not and will not: (i) violate any provision of the certificate of incorporation or by-laws of Buyer or Parent, as the case may be; (ii) require Buyer or Parent to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth on Schedule 3.2 (the " Buyer Required Consents "); (iii) except as set forth in Schedule 3.2, violate, conflict with or result in the breach or default under (with or without the giving of notice or the passage of time), or permit the suspension or termination of, any material Contract to which Buyer or Parent