STOCK PURCHASE AGREEMENT

 

 

 

 

 

 

 

 

 

                            STOCK PURCHASE AGREEMENT

 

                                  by and among

 

                                   ICOA, INC.,

 

 

                             WISE TECHNOLOGIES, INC.

 

                                       and

 

                     SHAREHOLDERS OF WISE TECHNOLOGIES, INC.

 

                           Dated as of April 20, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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                            STOCK PURCHASE AGREEMENT

 

                  This Stock Purchase Agreement (this "Agreement") is entered

into as of April 20, 2005 by and among (i) ICOA, Inc., a Nevada corporation

("ICOA"), (ii) Wise Technologies, Inc., a Maryland corporation ("Wise") and

(iii) the shareholders of Wise listed in Exhibit F (together, "Sellers").

 

                                     RECITALS

 

                  A. Sellers collectively own an aggregate of 2,481,605 shares

of the common stock, with par value of $0.01 per share, of Wise ("Wise Common

Stock").

 

                  B. ICOA and Wise deem it advisable and in the best interests

of their respective shareholders for ICOA to acquire all of the shares of Wise

pursuant to the terms of this Agreement.

 

                  C. Under this Agreement, the shares of Wise will be converted

into the right to receive consideration in accordance with the terms hereof.

 

                                    AGREEMENT

 

                  NOW, THEREFORE, in consideration of the mutual covenants and

promises contained herein, and other good and valuable consideration, the

receipt and sufficiency of which the parties hereby acknowledge, the parties

hereto agree as follows:

 

                                   ARTICLE I.

                                   DEFINITIONS

 

                  1.1 Defined Terms.   As used herein, the terms below shall have

the following meanings:

 

                  "Accountants" means Saggar, Lippman & Rosenberg, certified

public accountants.

 

                  "Affiliate" of a Person means any other Person which directly

or indirectly controls, is controlled by, or is under common control with, such

Person. 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, whether

through the ownership of voting securities, by contract or otherwise.

 

                   "Ancillary Agreements" means the Employment Agreements,

Registration Rights and Shareholder Agreement and other agreements, certificates

and documents required hereunder to consummate the Closing.

 

                  "Assets" means all of Wise's and its Subsidiaries' right,

title and interest in and to the properties, assets and rights of any kind,

whether tangible or intangible, real or personal.

 

                  "Balance Sheet" means the balance sheet of Wise as of the

Balance Sheet Date.

 

                  "Balance Sheet Date" means September 30, 2004.

 

                  "Business" means the business of Wise and its Subsidiaries as

conducted on the date hereof.

 

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                  "Closing" means the consummation of the transactions

contemplated by this Agreement on the Closing Date.

 

                  "Closing Date" means the date to be specified by ICOA and

Wise, which shall be no later than the third business day following the

satisfaction or waiver of all of the conditions set forth in Articles VI and VII

hereof. It is the intent of the parties that the Closing Date be the date which

is thirty days after the date hereof, or as promptly as practicable thereafter.

 

                  "Closing Place" means the offices of Sack, Harris & Martin,

P.C., 8270 Greensboro Dr., Suite 810, McLean, VA 22102 or such other place as

agreed to by the parties.

 

                  "Closing Stock Price" means the average closing asking price

of ICOA Common Stock for the ten trading days immediately prior to the Closing

Date.

 

                  "Code" means the Internal Revenue Code of 1986.

 

                  "Consents" means any and all licenses, permits, franchises,

approvals, authorizations, consents or waivers from third parties (including

governmental authorities and parties to the Contracts) that are (i) required for

the consummation of the transactions contemplated by this Agreement or (ii)

necessary or desirable in order that ICOA and Wise can conduct the Business

after the Closing Date in the same manner as before the Closing Date.

 

                   "Contracts" means all agreements, contracts, leases, purchase

orders, undertakings, covenants not to compete, employment agreements,

confidentiality agreements, licenses, instruments, obligations and commitments

to which Wise or any of its Subsidiaries is a party or by which Wise or any of

its Subsidiaries or any Assets are bound, whether written or oral, express or

implied.

 

                   "Court Order" means any judgment, decision, consent decree,

injunction, ruling or order of any federal, state or local court or governmental

agency, department or authority that is binding on any Person or its property

under applicable law.

 

                  "Default" means (a) a breach of or default under any Contract,

(b) the occurrence of an event that with the passage of time or the giving of

notice or both would constitute a breach of or default under any Contract or (c)

the occurrence of an event that with or without the passage of time or the

giving of notice or both would give rise to a right of termination,

renegotiation or acceleration under any Contract.

 

                   "Effective Time" means the time on the Closing Date when the

stock purchase shall become effective, which time shall be at 5:00 p.m., Eastern

time, on the Closing Date, or such other date and time as the parties may agree

in writing.

 

                   "Encumbrance" means any claim, lien, pledge, option, charge,

easement, security interest, deed of trust, mortgage, right-of-way,

encroachment, building or use restriction, conditional sales agreement,

encumbrance or other right of third parties, whether voluntarily incurred or

arising by operation of law, and includes any agreement to give any of the

foregoing in the future, and any contingent sale or other title retention

agreement or lease in the nature thereof; provided, however, that Encumbrance

shall not include the security interest and liens granted by Wise to ICOA

pursuant to the Loan Agreement (as defined herein) or Second Loan Agreement (as

defined herein).

 

                   "ERISA" means the Employee Retirement Income Security Act of

1974.

 

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                  "Financial Statements" means the Balance Sheet and related

unaudited statements of income for the period ended on the Balance Sheet Date,

all of which are attached as Schedule 1.1(a).

 

                  "Fixtures and Equipment" means all of the furniture, fixtures,

furnishings, office equipment, development tools and equipment, lab equipment,

database tapes, test tapes, test fixtures and equipment, computers and software

(including any source or object codes therefor or documentation relating thereto

and computer aided design equipment and software), and other tangible personal

property owned by Wise or its Subsidiaries, wherever located and including any

such Fixtures and Equipment in the possession of any of its respective suppliers

or other vendors.

 

                   "Fully Diluted Common Stock Number" means the total number of

shares of Wise Common Stock outstanding immediately prior to the Effective Time

on a fully diluted basis, including (i) the exercise of all outstanding rights

and warrants to acquire Wise Common Stock, regardless of restrictions on

exercise or conversion and (ii) the conversion of all outstanding securities and

notes convertible into Wise Common Stock.

 

                  "GAAP" means generally accepted accounting principles set

forth in the opinions and pronouncements of the Accounting Principles Board and

the American Institute of Certified Public Accountants and statements and

pronouncements of the Financial Accounting Standards Board (or agencies with

similar functions of comparable stature and authority within the accounting

profession), or in such other statements by such entity as may be in general use

by significant segments of the U.S. accounting profession, which are applicable

to the facts and circumstances on the date of determination.

 

                   "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements

Act of 1976.

 

                   "ICOA Material Adverse Effect" or "ICOA Material Adverse

Change" means any effect or change which has, or is reasonably likely to have, a

material adverse effect on the condition (financial or other), business, results

of operations, assets, liabilities, prospects or operations of ICOA.

 

                  "Immediate Payment" means a cash payment of $50,000

 

                  "Immediate Shares" means 40,000,000 shares of Common Stock of

ICOA, $.01 par value per share ("ICOA Common Stock").

 

                   "Indemnifiable Amount" means those amounts for which the

Shareholders, ICOA and the other indemnified Persons identified under Article X

hereof are entitled to indemnity.

 

                  "Independent Contractor Agreement" means the Independent

Contractor Agreement to be entered into between ICOA and G2 Enterprises,

Incorporated, substantially in the form of Exhibit A hereto.

 

                  "Interim Financing" means a loan from Areather T. Murray to

Wise in an amount not to exceed

$50,000.

 

                  "Inventory" means all merchandise owned and intended for

resale and all raw materials, work in process, finished goods, wrapping, supply

and packaging items and similar items, whether or not located on the premises,

on consignment to a third party, or in transit or storage.

 

                  "Leases" means, with respect to any Person, all leases

(including subleases, licenses, any occupancy agreement and any other agreement)

of real or personal property, in each case to which such Person is a party,

 

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whether as lessor, lessee, guarantor or otherwise, or by which any of them or

their respective properties or assets are bound, or which otherwise relate to

the operation of their respective business.

 

                  "Liabilities" mean any direct or indirect liability,

indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or

endorsement of or by any Person of any type, whether accrued, absolute,

contingent, matured, unmatured, liquidated, unliquidated or otherwise, known or

unknown.

 

                   "Major Shareholder" means Areather T. Murray, Gary S. Murray,

Sr., Gary S. Murray, II, Human Vision LLC and   Human Vision Technology Ventures,

LLC.

 

                   "NDA" means that certain Non-Disclosure Agreement dated  

September 27, 2004 between Wise and ICOA.

 

                  "Note" means a promissory note in the face amount of $50,000,

due sixty days after the Closing Date, bearing an interest rate of 0%,

substantially in the form of Exhibit B hereto.

 

                  "Permits" mean all licenses, permits, franchises, approvals,

authorizations, consents or orders of, or filings with, any governmental

authority, whether foreign, federal, state or local, necessary for the conduct

or operation of the Business or ownership of the Assets.

 

                  "Person" means any person or entity, whether an individual,

trustee, corporation, limited liability company, general partnership, limited

partnership, trust, unincorporated organization, business association, firm,

joint venture, governmental agency or authority.

 

                  "Proprietary Rights" means all (a) U.S. and foreign patents,

patent applications, patent disclosures and improvements thereto, including

petty patents and utility models and applications therefor, (b) U.S. and foreign

trademarks, service marks, trade dress, logos, trade names and corporate names

and the goodwill associated therewith and registrations and applications for

registration thereof, (c) U.S. and foreign copyrights and registrations and

applications for registration thereof, (d) U.S. and foreign mask work rights and

registrations and applications for registration thereof, (e) trade secrets and

confidential business information (including ideas, formulas, compositions,

inventions (whether patentable or unpatentable and whether or not reduced to

practice), know-how, research and development information, software, drawings,

specifications, designs, plans, proposals, technical data, copyrightable works,

financial, marketing and business data, pricing and cost information, business

and marketing plans and customer and supplier lists and information), (f) copies

and tangible embodiments thereof (in whatever form or medium) and (g) licenses

granting any rights with respect to any of the foregoing.

 

                  "Registration Rights and Shareholder Agreement" means the

Registration Rights and Shareholder Agreement, substantially in the form

attached as Exhibit C hereto.

 

                   "Regulations" means any laws, statutes, ordinances,

regulations, rules, notice requirements, court decisions, binding agency

guidelines, principles of law and orders of any foreign, federal, state or local

government and any other governmental department or agency, including

Environmental Laws, energy, motor vehicle safety, airport, aviation, public

utility, zoning, building and health codes, occupational safety and health and

laws respecting employment practices, employee documentation, terms and

conditions of employment and wages and hours.

 

                  "Related Party" means any Seller, any of the officers and

directors of Wise, any Affiliate of Wise or any Affiliate or immediate family

member of a Seller or the respective officers and directors of any such

 

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Affiliate, or any Person in which any of Wise, any Seller or any Affiliate of

any such Person or any immediate family member of a Seller has any direct or

material indirect interest.

 

                   "Representative" means any officer, director, principal,

attorney, agent, employee or other representative of any Person.

 

                  "SEC" means the Securities and Exchange Commission.

 

                   "Securities Act" means the Securities Act of 1933.

 

                  "Shareholders" means the holders of shares of capital stock of

Wise on the Closing Date.

 

                   "Subsidiary" when used with respect to any party means any

corporation or other organization, whether incorporated or unincorporated, (i)

of which such party or any other Subsidiary of such party is a general partner

(excluding partnerships, the general partnership interests of which held by such

party or any Subsidiary of such party do not have a majority of the voting and

economic interests in such partnership) or (ii) at least a majority of the

securities or other interests of which having by their terms ordinary voting

power to elect a majority of the Board of Directors or others performing similar

functions with respect to such corporation or other organization is directly or

indirectly owned or controlled by such party or by any one or more of its

Subsidiaries, or by such party and one or more of its Subsidiaries.

 

                  "Tax Return" means any report, return, document, declaration

or other information or filing required to be supplied to any taxing authority

or jurisdiction (foreign or domestic) with respect to Taxes, including

information returns, any documents with respect to or accompanying requests for

the extension of time in which to file any such report, return, document,

declaration or other information.

 

                  "Taxes" mean any and all taxes, charges, fees, levies or other

assessments, including income, gross receipts, excise, real or personal

property, sales, withholding, social security, retirement, unemployment,

occupation, use, service, license, net worth, payroll, franchise and transfer

and recording, escheat/remittance or unclaimed property, or other tax of any

kind whatsoever imposed by the Internal Revenue Service or any taxing authority

(whether domestic or foreign, including any federal, state, county, local or

foreign government or any subdivision or taxing agency thereof (including a U.S.

possession)), whether computed on a separate, consolidated, unitary, combined or

any other basis; and such term shall include any interest whether paid or

received, fines, penalties or additional amounts attributable to, or imposed

upon, or with respect to, any such taxes, charges, fees, levies or other

assessments.

 

                  "To the best knowledge" or "knowledge" of a party (or similar

phrases) means to the extent of matters (i) which are actually known by such

party or (ii) which, based on facts of which such party is aware, would be known

to a reasonable Person in similar circumstances; provided, that "to the best

knowledge of Wise" or "to the knowledge of Wise" means the extent of matters (i)

which are actually known by Gary S. Murray II or Najib Kabbani (ii) which, based

on facts of which Gary S. Murray II or Najib Kabbani is aware, would be known to

a reasonable Person in similar circumstances.

 

                  "Wise Material Adverse Effect" or "Wise Material Adverse

Change" means any effect or change which has, or is reasonably likely to have, a

material adverse effect on the condition (financial or other), Business, results

of operations, assets, liabilities, prospects or operations of Wise and its

Subsidiaries taken as a whole; provided, however, that Wise and its Subsidiaries

incurring losses from operating the Business in the ordinary course and

consistent with past practice at a rate per site substantially similar to the

 

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losses incurred for the nine-month period ended September 30, 2004 shall not

constitute a Wise Material Adverse Effect or Wise Material Adverse Change.

 

                  "Wise Options" means options to purchase Wise Common Stock

granted by Wise prior to the date hereof or other rights to or with respect to

options to acquire Wise Common Stock granted, awarded or earned pursuant to any

agreement, arrangement or commitment entered into by Wise prior to the date

hereof.

 

                  1.2 Other Defined Terms.   The following   terms shall have the

meanings   defined for such terms in the Sections set forth below:

 

                  Term                                Section

                  ----                                -------

 

                  Action                              3.17

                  Agreement                           Preamble

                  Benefit Arrangement                 3.19(a)

                  Claim                               10.2(b)

                  Closing Statements                  7.17

                  Damage Threshold                    10.2(f)

                  Damages                             10.2

                  Diligence Date                      11.1(a)(ii)

                  Diligence Documents                 11.1(a)(ii)

                  Dissenting Shares                    2.9

                  Employee Plans                      3.19(a)

                  Environmental Condition             3.30(a)

                  Environmental Laws                  3.30(a)

                  ERISA Affiliate                     3.19(a)

                  Exchange Act                        4.7

                  Exchange Agent                      2.6(a)

                  Expense Threshold                   11.8

                  Extended Diligence Date             11.1(a)(ii)

                   Hazardous Substance                 3.30(a)

                  ICOA                                Preamble

                  ICOA Disclosure Schedule            Article IV

                  ICOA's Closing Certificate          6.1

                  JAMS                                10.3(f)

                  Leased Real Property                3.9(a)

                  Letter of Transmittal               2.4(a)

                  MGCL                                2.1

                  Multiemployer Plan                   3.19(a)

                  Offset Notice                       10.3(a)

                  Offset Shares                       10.3(a)

                  PBGC                                3.19(a)

                  Pension Plan                         3.19(a)

                  Personal Property                   3.9(b)

                  Proposed Acquisition Transaction    5.4(a)

                  Purchaser Representative            5.10

                  Release                             3.30(a)

                   SEC Documents                       4.7

                  Sellers                             Preamble

 

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                  Shareholder Representative          7.14

                  Stock Spreadsheet                   7.18

                  Welfare Plan                        3.19(a)

                  Wise                                Preamble

                  Wise Closing Certificates           7.1

                  Wise Disclosure Schedule            Article III

                  Wise Warrants                       3.2(b)

 

 

                  1.3 Interpretation Provisions.

 

                (a) The words "hereof," "herein" and "hereunder" and words of

similar import when used in this Agreement refer to this Agreement as a whole

and not to any particular provision of this Agreement, and article, section,

schedule and exhibit references are to this Agreement unless otherwise

specified. The meaning of defined terms shall be equally applicable to the

singular and plural forms of the defined terms. The term "or" is disjunctive but

not necessarily exclusive. The terms "include" and "including" are not limiting

and mean "including without limitation."

 

                (b) References to agreements and other documents shall be deemed

to include all subsequent amendments and other modifications thereto.

 

                (c) References to statutes shall include all regulations

promulgated thereunder and references to statutes or regulations shall be

construed as including all statutory and regulatory provisions consolidating,

amending or replacing the statute or regulation.

 

                (d) The captions and headings of this Agreement are for

convenience of reference only and shall not affect the construction of this

Agreement.

 

                (e) The language used in this Agreement shall be deemed to be

the language chosen by the parties to express their mutual intent, and no rule

of strict construction shall be applied against either party.

 

                 (f) The schedules and exhibits to this Agreement are a material

part hereof and shall be treated as if fully incorporated into the body of the

Agreement.

 

                                  ARTICLE II.

                              ACQUISITION OF SHARES

 

                  2.1 Directors and Officers. At the Effective Time, the

directors and officers of Wise shall be as set forth on Schedule 2.1 hereto,

each such director and officer to hold office from the Effective Time until

their respective successors are duly elected or appointed and qualified in the

manner provided in the Articles of Incorporation and Bylaws of Wise and

applicable law.

 

                  2.2 Acquisition of Securities.

 

                (a) Acquisition of Wise Common Stock.As of the Effective Time,

all shares of Wise Common Stock shall be exchanged for the right to receive,

upon the surrender of such certificates, (i) certificates representing Immediate

Shares of ICOA Common Stock, and cash in lieu of any fractional shares of ICOA

Common Stock to the extent provided in Section 2.4(c) to be issued or paid in

connection therefor upon surrender of such certificates in accordance with

Section 2.4, without interest.

 

                  2.3 Immediate Consideration

 

                (a) At the Effective Time, ICOA will deliver to each holder of a

certificate or certificates which immediately prior to the Effective Time

represented outstanding shares of Wise Common Stock, their pro rata portion of

the Fully Diluted Common Stock Number (as provided in Schedule 2.3(a)) of the

Immediate Shares.

 

                (b) At the Effective Time, ICOA will waive the repayment of that

certain Note, dated January 10, 2005 for $75,000 made by Wise in favor of ICOA.

 

                  2.4 Exchange of Certificates.

 

                (a) Exchange Agent and Procedures. Signature Stock Transfer,

Inc., as exchange agent (the "Exchange Agent"), shall mail as promptly as

practicable after the Effective Time to each holder of a certificate or

certificates which immediately prior to the Effective Time represented

outstanding shares of Wise Common Stock (i) a letter of transmittal (the "Letter

of Transmittal") and (ii) instructions for effecting the surrender of the

certificates in exchange for certificates representing ICOA Common Stock. Upon

surrender of a certificate for cancellation to the Exchange Agent or to such

other agent or agents as may be appointed by ICOA, together with such Letter of

Transmittal, duly executed, and such other documents as may reasonably be

required by the Exchange Agent or ICOA, the holder of such certificate shall be

entitled to receive in exchange therefor, no later than five business days

following the surrender of such certificate, a certificate representing that

number of whole shares of ICOA Common Stock which such holder has the right to

receive pursuant to the provisions of Section 2.3, and the certificate so

surrendered shall forthwith be cancelled. In the event that any certificates

representing shares of Wise Common Stock shall have been lost, stolen or

destroyed, upon the making of an affidavit of that fact by the shareholder

claiming such certificate to be lost, stolen or destroyed, ICOA shall issue in

exchange for such lost, stolen or destroyed certificate the shares of ICOA

Common Stock that such shareholder is entitled to receive pursuant to Section

2.3 hereof; provided, however, that ICOA may in its discretion and as a

condition precedent to the issuance thereof, require such shareholder to provide

ICOA with an indemnity agreement against any claim that may be made against ICOA

with respect to the certificate alleged to have been lost, stolen or destroyed.

The shares of ICOA Common Stock that each shareholder of Wise shall be entitled

to receive pursuant to this Agreement shall be deemed to have been issued at the

Effective Time. If the shares of ICOA Common Stock or cash in lieu of fractional

shares, if any, (or any portion thereof) is to be delivered to any person other

than the person in whose name the certificate or certificates representing

shares of Wise Common Stock surrendered in exchange therefor is registered, it

shall be a condition to such exchange that the person requesting such exchange

shall pay to ICOA any transfer or other taxes required by reason of the payment

of the shares of ICOA Common Stock or cash in lieu of fractional shares, if any,

to a person other than the registered holder of the certificate or certificates

so surrendered, or shall establish to the satisfaction of ICOA that such tax has

been paid or is not applicable. Notwithstanding the foregoing, neither ICOA nor

any other party hereto shall be liable to a holder of shares of Wise Common

Stock for any shares of ICOA Common Stock or cash in lieu of fractional shares,

if any, delivered to a public official pursuant to applicable abandoned

property, escheat and similar laws.

 

                (b) Withholding. ICOA or the Exchange Agent will be entitled to

deduct and withhold from cash paid in lieu of fractional   shares,   if any, to be

delivered   pursuant   hereto   such   amounts   as ICOA or the   Exchange   Agent   are

required to deduct and withhold with respect to the making of such payment under

Section   3406 of the Code,   relating to backup   withholding.   To the extent that

amounts are so   withheld,   such amounts will be treated for all purposes of this

Agreement   as having been paid to the former   holder of the Wise Common Stock in

respect of whom such deduction and withholding were made by ICOA or the Exchange

Agent.

 

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                (c) No Fractional Shares. No certificates or scrip representing

fractional shares of ICOA Common Stock shall be issued by virtue of this

Agreement, and no dividend, stock split or other distribution with respect to

ICOA Common Stock shall relate to any such fractional interest, and any such

fractional interests shall not entitle the owner thereof to vote or to any

rights of a security holder.

 

                  2.5 Certificate Not Surrendered by Holders of Shares of Wise

Common Stock. Each certificate which immediately prior to the Effective Time

evidenced shares of Wise Common Stock shall, from and after the Effective Time

until such certificate is surrendered to Surviving Corporation or the Exchange

Agent, be deemed, for all corporate purposes, to evidence the right to receive

the consideration per share provided for by Section 2.3. No interest shall be

payable upon any consideration to be delivered pursuant to this Agreement.

 

                   2.6 No Transfers After the Effective Time. All shares of ICOA

Common Stock issued upon the surrender of certificates representing shares of

Wise Common Stock in accordance with the terms of this Article II (including any

cash paid   pursuant   to Section   2.4) shall be deemed to have been   issued   (and

paid) in full   satisfaction   of all rights   pertaining   to shares of Wise Common

Stock   theretofore   represented   by such   certificates,   and after the Effective

Time,   there shall be no   transfers   of any shares of Wise   Common   Stock on the

stock   transfer   books of Wise.   If,   after   the   Effective   Time,   certificates

formerly   representing   shares of Wise Common Stock are presented to ICOA,   they

shall be canceled and exchanged for the   consideration per share provided for by

Section 2.3, subject to applicable law in the case of Dissenting Shares.

 

                  2.7 Dissenting Shareholders. Notwithstanding anything in this

Agreement to the   contrary,   shares of Wise Common Stock issued and   outstanding

immediately   prior to the Effective   Time and held by a shareholder   who has not

voted in favor of this   Agreement   or   consented   thereto in writing and who has

properly   demanded   dissenter's   rights in   accordance   with   MGCL   ("Dissenting

Shares"),   shall not be converted into the right to receive the consideration as

provided   in   Section   2.3,   unless and until   such   holder   fails to perfect or

withdraws or otherwise   loses his right to appraisal and payment under the MGCL,

but shall from and after the Effective   Time represent only the right to receive

such   consideration   as may be determined to be due in accordance with MGCL. If,

after the appraisal,   any such holder fails to perfect or withdraws or loses his

right to appraisal, then such Dissenting Shares shall thereupon be treated as if

they had been   converted as of the Effective   Time into the right to receive the

consideration,   if any, to which such holder is   entitled.   Wise shall give ICOA

prompt notice of any demands received by Wise for appraisal of shares and, prior

to the   Effective   Time,   ICOA   shall   have   the   right   to   participate   in all

negotiations   and   proceedings   with   respect   to   such   demands.   Prior   to the

Effective   Time,   Wise shall not, except with the prior written consent of ICOA,

make any   payments   with   respect   to or   settle   or offer to   settle,   any such

demands.   Each holder of Dissenting   Shares who becomes   entitled to payment for

such Dissenting Shares in accordance with MGCL shall receive payment therefor in

accordance with MGCL.

 

                  2.8 Taking of Necessary Action; Further Action. Each of ICOA,

Wise and   Sellers   shall   take   all   such   reasonable   lawful   action   as may be

necessary or appropriate in order to implement this Agreement.   Wise agrees that

if, at any time after the Effective Time, ICOA shall consider or be advised that

any further   deeds,   assignments,   or   assurances   are necessary or desirable to

vest,   perfect, or confirm in ICOA title to any property or rights of Wise, ICOA

and its proper   officers and   directors   may execute and deliver all such proper

deeds,   assignments,   and   assurances   and   do all   other   things   necessary   or

desirable to vest,   perfect or confirm   title to such property or rights in ICOA

and otherwise to carry out the purpose of this Agreement, in the name of Wise or

otherwise.

 

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                  2.9 Wise Securities

 

                (a) Immediately prior to the Effective Time, each holder of a

Wise Warrant shall exercise such warrant for shares of Wise Common Stock

pursuant to the terms thereof. As of the Closing, no Wise Warrants shall be

outstanding.

 

                (b) Immediately prior to the Effective Time, each holder of a

Wise Option shall exercise such warrant for shares of Wise Common Stock pursuant

to the terms thereof. As of the Closing, no Wise Option shall be outstanding.

 

                                  ARTICLE III.

             REPRESENTATIONS AND WARRANTIES OF AND WISE AND SELLERS

 

                  Except as otherwise set forth in a disclosure schedule (the

"Wise Disclosure Schedule") referring specifically to the representations and

warranties in this Agreement which identifies by section number the section to

which such disclosure relates and which is delivered by Wise to ICOA prior to or

simultaneous with the execution of this Agreement, Wise and each Seller

severally, and not jointly, make the following representations and warranties to

ICOA, which representations and warranties are, as of the date hereof, and will

be, as of the Closing Date, true and correct and all of which representations

and warranties have been and will be relied upon by ICOA in entering into this

Agreement and consummating the transactions contemplated hereby.

 

                  3.1 Organization of Wise. Wise is a corporation duly

organized,   validly   existing and duly   authorized   to transact   business in the

corporate form under the laws of the State of Maryland.   Wise has full corporate

power and authority to conduct the Business as it is presently   being   conducted

and to own or lease, as applicable, its properties and the Assets. Wise and each

of its   Subsidiaries   is duly qualified to do business as a foreign   corporation

and is in   good   standing   in   each   jurisdiction   where   the   character   of its

properties    owned   or   leased   or   the   nature   of   its   activities   make   such

qualification necessary,   except where the failure to be so qualified would not,

individually or in the aggregate,   have an Wise Material   Adverse   Effect.   Each

jurisdiction in which Wise and its   Subsidiaries are qualified to do business as

a   foreign   corporation   is set   forth on   Section   3.1 of the   Wise   Disclosure

Schedule.

 

                  3.2 Capitalization of Wise.

 

                (a) As of the date of this Agreement, there are 3,000,000 shares

of Wise Common Stock authorized under its Articles of Incorporation, 2,481,605

of which are issued and outstanding. Wise has no other stock authorized, issued

or outstanding.

 

                (b) As of the date of this Agreement, Wise has outstanding

warrants to acquire an aggregate of 102,000 shares of Wise Common Stock at an

exercise price of $0.01 per share, (collectively, the "Wise Warrants"). Wise has

provided ICOA true and complete copies of the Wise Warrants. Section 3.2(b) of

the Wise Disclosure Schedule sets forth a complete and accurate list of the Wise

Warrants, the exercise price per share and the number of shares subject to each

Wise Warrant.

 

                 (c) As of the date of this Agreement, Wise Options representing

the right to purchase an aggregate of zero (0) shares of Wise Common Stock are

outstanding.

 

                (d) Except for the Wise securities listed above and for this

Agreement, there are no outstanding options, warrants, convertible securities or

rights of any kind to purchase or otherwise acquire any shares of capital stock

 

                                       10

 

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or other securities of Wise nor are there any other obligations on the part of

Wise to issue any shares of capital stock or other securities.

 

                (e) All outstanding shares of Wise Common Stock are, and any

shares of Wise Common Stock issued upon exercise or conversion,   as the case may

be, of any Wise Warrants or Wise Options will be, validly issued, fully paid and

non-assessable   and not   subject to any   preemptive   rights   created by statute,

Wise's Articles of Incorporation or Bylaws or any Contract.   The Wise securities

have been or will be issued in compliance   with all federal and state   corporate

and securities laws.

 

                (f) There is outstanding no vote, plan or pending proposal for

any redemption of stock of Wise or merger or consolidation of Wise with or into

any other entity.

 

                (g) The Stock Spreadsheet will be true and correct in all

respects at and as of the Closing.

 

                  3.3 Hart-Scott-Rodino. Wise is its own ultimate parent entity

as defined under the HSR Act. Wise is not a $10 million person as defined

thereunder.

 

                  3.4 Authorization.

 

                (a) Subject to the approval of the requisite number of shares of

Wise Common   Stock   entitled   to vote   thereon in   accordance   with the MGCL and

Wise's Articles of Incorporation, Wise has all necessary power and authority and

has taken all corporate action   necessary to enter into this Agreement,   and the

Ancillary   Agreements to which it is a party and has taken all corporate   action

necessary to consummate the transactions   contemplated hereby and thereby and to

perform its obligations hereunder and thereunder.   The execution and delivery of

this Agreement and the Ancillary   Agreements by Wise and the performance by Wise

of   its   obligations   hereunder   and   thereunder   and   the   consummation   of the

transactions   contemplated   hereby and thereby have been duly   authorized by the

Board of Directors of Wise. Upon such approval of the requisite number of shares

of Wise Common Stock   entitled to vote thereon in   accordance   with the MGCL and

Wise's   Articles of   Incorporation,   this Agreement will have been duly executed

and delivered by Wise and will be a legal, valid and binding obligation of Wise,

enforceable    against    Wise   in    accordance    with   its   terms,    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.

 

                (b) Each Seller has all necessary power and authority to enter

into this Agreement and any Ancillary   Agreements to which he is a party and has

taken all action   necessary to consummate the transactions   contemplated   hereby

and   thereby and to perform   his   obligations   hereunder   and   thereunder.   This

Agreement has been duly executed by each Seller and this   Agreement is, and upon

execution and delivery, the Ancillary Agreements to which any Seller is a party,

will be, a legal,   valid and   binding   obligation   of such   Person,   enforceable

against such Person in accordance with its terms, 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.

 

                  3.5 Officers and Directors. Section 3.5 of the Wise Disclosure

Schedule contains a list of all the officers and directors of Wise.

 

                  3.6 Bank Accounts. Section 3.6 of the Wise Disclosure Schedule

contains a list of all bank accounts, safe deposit boxes, and related powers of

attorney of Wise and its Subsidiaries, and persons authorized to draw thereon or

have access thereto. None of Wise or any of its Subsidiaries has outstanding

powers of attorney except as contemplated above.

 

                                        11

 

<PAGE>

 

                  3.7 Subsidiaries, Etc.   Wise does not own or hold any equity

interest of any kind in any Person.

 

                  3.8 Absence of Certain Changes or Events. Except as set forth

in   Section   3.8 of the Wise   Disclosure Schedule, since the Balance Sheet Date

there has not been any:

 

                (a) Wise Material Adverse Change;

 

                (b) failure to operate the Business in the ordinary course or

failure to use commercially   reasonable   efforts to preserve the Business intact

and to preserve for ICOA the   continued   services of employees   and   independent

contractors   and the   goodwill   of   suppliers,   customers,   corporate   accounts,

strategic   partners/sponsors,   airport officials and   administrators   and others

having    business    relations    with   Wise   and   its    Subsidiaries    and   their

Representatives;

 

                (c) resignation or termination of any officer or employee, or

any   increase in the rate of   compensation   payable or to become   payable to any

officer,   employee   or   Representative   of   Wise   or any   of   its   Subsidiaries,

including   the   making of any loan to, or the   payment,   grant or accrual of any

bonus,   incentive   compensation,   service award or other similar benefit to, any

such   Person,   or the   addition   to,   modification   of, or   contribution   to any

Employee Plan (as defined   herein)   other than the   extension of coverage   under

such plan to others who became eligible after the Balance Sheet Date;

 

                 (d) any payment, loan or advance of any amount to or in respect

of, or the sale,   transfer or lease of any   properties or Assets to, or entering

into of any Contract with, any Related Party,   except   compensation to employees

at the rates disclosed pursuant to Section 3.18(d);

 

                (e) sale, assignment, license, transfer of any Assets, tangible

or intangible, singly or in the aggregate, other than sales of products and

services and licenses in the ordinary course of business and consistent with

past practice;

 

                (f) accelerations, extensions, modifications, terminations or

renewals of any Contracts, including any Contracts with airports;

 

                (g) actual or threatened termination of any material corporate

or promotional/sponsorship account or group of accounts or actual or threatened

material reduction in purchases or royalties payable by any such corporate or

promotional/sponsorship account or, to the knowledge of Wise and Sellers, the

occurrence of any event that is likely to result in any such termination or

reduction;

 

                (h) disposition or lapsing of any Proprietary Rights of Wise or

any of its Subsidiaries, in whole or in part or, to the knowledge of Wise and

Sellers, any disclosure of any trade secret, process or know-how to any Person

not an employee;

 

                (i) change in accounting methods or practices by Wise or any of

its Subsidiaries;

 

                (j) revaluation by Wise of any of the Assets, including, without

limitation, writing off notes or accounts receivable other than for which

reserves have been established;

 

                                       12

 

<PAGE>

 

                (k) damage, destruction or loss (whether or not covered by

insurance) that has or would be reasonably likely to have a Wise Material

Adverse Effect;

 

                (l) declaration, setting aside or payment of dividends or

distributions in respect of any stock of Wise or any of its Subsidiaries or any

redemption, purchase or other acquisition of any equity securities of Wise or

any of its Subsidiaries;

 

                (m) issuance of, reservation for issuance by Wise or any of its

Subsidiaries   of,   or   commitment   by   Wise   or any of its   Subsidiaries   or its

directors or officers to issue or reserve for   issuance,   any shares of stock or

other   equity   securities   or   obligations   or   securities   convertible   into or

exchangeable for shares of stock or other equity   securities   (other than shares

of Wise Common Stock issued upon exercise or conversion,   as the case may be, of

the Wise Securities described in Section 3.2);

 

                (n) increase, decrease or reclassification of the stock of Wise

or any of its Subsidiaries;

 

                (o) amendment of the Articles of Incorporation or Bylaws of Wise

or any of its Subsidiaries;

 

                (p) capital expenditure or execution of any lease or any

incurring of liability therefor by Wise or any of its Subsidiaries, involving

payments in excess of $25,000 in the aggregate;

 

                 (q) delay or failure to pay any material obligation of Wise or

any of its Subsidiaries;

 

                (r) cancellation of any indebtedness or waiver, compromise or

release of any rights of Wise or any of its Subsidiaries involving more than

$5,000;

 

                (s) indebtedness incurred by Wise or any of its Subsidiaries for

borrowed money or any commitment to borrow money entered into by Wise or any its

Subsidiaries, or any loans made or agreed to be made by Wise or any of its

Subsidiaries, except in connection with the Interim Financing;

 

                (t) liability incurred by Wise or any of its Subsidiaries except

in the ordinary course of business and consistent with past practice, or any

increase or change in any assumptions underlying or methods of calculating any

bad debt, contingency or other reserves, except in connection with the Interim

Financing;

 

                (u) payment, discharge or satisfaction of any Liabilities of

Wise   or   any   of   its   Subsidiaries   other   than   the   payment,    discharge   or

satisfaction   (i) in the ordinary   course of business and   consistent   with past

practice   of   Liabilities    reflected   or   reserved   against   in   the   Financial

Statements or incurred in the ordinary   course of business and   consistent   with

past practice since the Balance Sheet Date and (ii) of other Liabilities of Wise

or any of its Subsidiaries involving $10,000 or less in the aggregate;

 

                (v) acquisition by Wise or any of its Subsidiaries of any equity

interest in any other Person;

 

                (w) mortgage, pledge or encumbrance of any of the Assets of Wise

or any of its Subsidiaries;

 

                (x) execution of any Contracts (or series of related Contracts)

or any incurring of any liability therefor, except in the ordinary course of

business and consistent with past practice; or

 

                (y) agreement by Wise or any of its Subsidiaries to do any of

the foregoing.

 

                                       13

 

<PAGE>

 

                   3.9 Title to Assets.

 

                (a) None of Wise or its Subsidiaries owns any improved or

unimproved real property.   Wise and its   Subsidiaries   have validly existing and

enforceable   leasehold,   subleasehold or occupancy   interests in all improved or

unimproved real property leased by Wise and its   Subsidiaries   (the "Leased Real

Property"),   free and   clear of all   Encumbrances.   Section   3.9(a)   of the Wise

Disclosure   Schedule sets forth,   as of the date hereof,   a complete list of the

Leased Real Property.

 

                (b) Wise and its Subsidiaries have good and marketable title or

a   valid   right   to use   all of the   all of the   personal   assets   and   personal

properties   that are necessary   for the conduct of the Business   (the   "Personal

Property"), free and clear of all Encumbrances.   Wise has delivered to ICOA true

and complete copies of all leases,   subleases,   rental agreements,   contracts of

sale,   tenancies or licenses to which the Personal Property is subject.   Section

3.9(b) of the Wise   Disclosure   Schedule   sets forth,   as of the date hereof,   a

complete list of all leased Personal Property.

 

                (c) To the knowledge of Wise and Sellers, there are no pending

or threatened condemnation or similar proceedings against Wise or any of its

Subsidiaries or, otherwise relating to any of the Leased Real Property or

Personal Property and none of Wise or any of its Subsidiaries has received any

written notice of the same.

 

                (d) Wise or its Subsidiaries, as the case may be, has in all

material   respects   performed all   obligations on its part required to have been

performed with respect to (A) all assets (other than the Leases) leased by it or

to it   (whether   as lessor or   lessee),   and (B) all Leases and there   exists no

material   default or event which,   with the giving of notice or lapse of time or

both,   would   become   a   material   default   on the   part   of   Wise or any of its

Subsidiaries or to the knowledge of Wise, of any other party, under any Lease.

 

                 (e) Each of the Leases is valid, binding and enforceable in

accordance   with its terms and is in full force and   effect,   and   assuming   all

consents required by the terms thereof or applicable law have been obtained, the

Leases will continue to be valid,   binding and   enforceable   in accordance   with

their   respective terms and in full force and effect   immediately   following the

consummation of the transactions contemplated hereby. None of Wise or any of its

Subsidiaries has received notice that any Lease that terminates within two years

of the date   hereof and which does not   provide   for a renewal   term will not be

renewed. There are no subleases, licenses, options, rights, concessions or other

agreements or   arrangements,   written or oral,   granting any Person the right to

occupy the Leased Real Property or any portion thereof or interest therein.

 

                  3.10 Sufficiency of Assets. The Assets constitute all of the

assets, rights and properties, tangible or intangible, real or personal, which

are required for the operation of the Business as it is presently conducted.

 

                  3.11 Fixtures and Equipment. Section 3.11 of the Wise

Disclosure   Schedule   contains   accurate lists and summary   descriptions   of all

Fixtures and Equipment as of September 30, 2004 where the value of an individual

item exceeds $10,000 or where an aggregate of similar items exceeds $25,000. All

tangible   assets   and   properties   which   are   part   of the   Assets   are in good

operating condition and repair, normal wear and tear excepted, and are usable in

the ordinary course of Wise's business.

 

                                       14

 

<PAGE>

 

                  3.12 Contracts.

 

                (a) Disclosure. Section 3.12 of the Wise Disclosure Schedule

sets forth a complete and accurate list of all Contracts of Wise and its

Subsidiaries of the following categories:

 

                      (i) Contracts not made in the ordinary course of business;

 

                      (ii) Strategic partnership/sponsor and promotional

agreements;

 

                      (iii) License agreements or royalty agreements, whether

Wise or any of its Subsidiaries is the licensor or licensee thereunder, other

than licenses in the nature of a lease of real property;

 

                       (iv) Confidentiality and non-disclosure agreements

(whether Wise or any of its Subsidiaries is the beneficiary or the obligated

party thereunder);

 

                      (v) Contracts under which a third-party is to make a

payment to Wise or any of its Subsidiaries after the date hereof of $10,000 or

more;

 

                      (vi) Contracts involving future expenditures or

Liabilities, actual or potential, in excess of $10,000 after the date hereof or

otherwise material to the Business or the Assets;

 

                      (vii) Contracts or commitments relating to commission

arrangements with others;

 

                      (viii) Employment contracts, consulting contracts and

severance agreements, including Contracts (A) to employ or terminate executive

officers or other personnel and other contracts with present or former officers

or directors of Wise or any of its Subsidiaries or (B) that will result in the

payment by, or the creation of any Liability to pay on behalf of ICOA or Wise

any severance, termination, "golden parachute," or other similar payments to any

present or former personnel following termination of employment or otherwise as

a result of the consummation of the transactions contemplated by this Agreement;

 

                      (ix) Agreements which primarily relate to the obligation

of Wise or any of its Subsidiaries to indemnify or hold harmless a third-party

for losses or damages;

 

                      (x) Promissory notes, loans, agreements, indentures,

evidences of indebtedness, letters of credit, guarantees, or other instruments

relating to an obligation for borrowed money, whether Wise or any of its

Subsidiaries shall be the borrower, lender or guarantor thereunder;

 

                      (xi) Contracts containing covenants limiting the freedom

of Wise or any officer, director, employee, Subsidiary or Affiliate of Wise, to

engage in any line of business or compete with any Person that relates directly

or indirectly to the Business;

 

                       (xii) Any Contract with the federal, state or local

government or any agency or department thereof including, but not limited to,

agencies and departments regulating airports;

 

                      (xiii) Any Contract with a Related Party;

 

                      (xiv) Leases and licenses of real or personal property,

including, but not limited to, all such agreements with airports; and

 

                                       15

 

<PAGE>

 

                      (xv) Any other material Contract.

 

True, correct and complete copies of all of the Contracts listed on Section 3.12

of the Wise Disclosure Schedule, including all amendments and supplements

thereto, have been made available to ICOA.

 

                (b) Absence of Defaults. All of the Contracts are valid, binding

and   enforceable in accordance with their terms and, except as listed on Section

3.12(b) of the Wise Disclosure   Schedule,   with no existing (or to the knowledge

of Wise or any Seller,   threatened)   Default or dispute.   None of Wise or any of

its   Subsidiaries   is in default of any   material   provision of any Contract and

each of Wise and its   Subsidiaries,   as the case may be,   has taken   all   action

necessary   to enable it to fulfill   when due,   all of its   material   obligations

under each of such Contracts.   To the knowledge of Wise and Sellers, all parties

to such   Contracts   have complied in all material   respects with the   provisions

thereof, no party is in Default thereunder and no notice of any claim of Default

has been given to Wise or any Seller.   None of Wise or Sellers has any reason to

believe that the products and   services   called for by any   unfinished   Contract

cannot be supplied in accordance with the terms of such Contract, including time

specifications.   Except   as set   forth on   Section   3.13 of the Wise   Disclosure

Schedule   (List of Consents),   no consent of any third party is required for the

assignment of any Contract to ICOA.

 

                (c) Product Warranty. None of Wise or any of its Subsidiaries

has committed any act, and there has been no omission,   which may result in, and

there   has been no   occurrence   which   may give rise to,   product   liability   or

Liability   for breach of warranty   (whether   covered by insurance or not) on the

part of Wise or any of its   Subsidiaries,   with   respect to   products   designed,

assembled,   sold,   repaired,   maintained,   delivered   or   installed   or services

rendered by Wise or any of its Subsidiaries prior to or on the Closing Date.

 

                  3.13 No Conflict or Violation; Consents. Except as disclosed

in Section 3.13 of the Wise Disclosure Schedule, none of the execution, delivery

or performance of this Agreement,   any Ancillary Agreement,   the consummation of

the transactions   contemplated hereby or thereby,   nor compliance by Wise or any

Seller   with any of the   provisions   hereof   or   thereof,   will (a)   violate   or

conflict with any provision of its respective governing documents,   (b) violate,

conflict with, or result in a breach of or constitute a default (with or without

notice or passage of time) under, or result in the termination of, or accelerate

the   performance   required   by, or result in a right to   terminate,   accelerate,

modify or cancel under,   or require a notice under, or result in the creation of

any Encumbrance upon any of its respective assets under, any material   contract,

lease, sublease, license, sublicense, franchise, permit, indenture, agreement or

mortgage for borrowed money,   instrument of indebtedness,   security   interest or

other   arrangement to which Wise or any of its   Subsidiaries   or any Seller is a

party or by which any Wise or any of its   Subsidiaries or any Seller is bound or

to which any of its   respective   assets are subject,   (c) violate any applicable

Regulation   or Court   Order or (d) impose any   Encumbrance   on any Assets or the

Business. Except for the approval of the shareholders of Wise as required by the

MGCL and Wise's   Articles of   Incorporation,   or as set forth on Section 3.13 of

the Wise Disclosure   Schedule   (including   consent of airport   authorities),   no

notices to, declaration,   filing or registration with, approvals or consents of,

or   assignments   by,   any   Persons   (including   any   federal,    state   or   local

governmental   or   administrative   authorities,    airports   and   parties   to   any

contracts)   are   necessary   to be   made   or   obtained   by   Wise   or   any   of its

Subsidiaries   or any   Seller   in   connection   with the   execution,   delivery   or

performance of this Agreement.

 

                  3.14 Permits. Section 3.14 of the Wise Disclosure Schedule

sets forth a complete   list of all   Permits   held by Wise and its   Subsidiaries.

Wise and its Subsidiaries have, and at all times have had, to the best knowledge

of Wise and Sellers, all Permits required under any applicable Regulation in the

operation of their   respective   businesses or in their   ownership of the Assets,

 

                                       16

 

<PAGE>

 

and own or possess such Permits free and clear of all Encumbrances. None of Wise

or any of its   Subsidiaries is in material   default,   nor has Wise or any of its

Subsidiaries   or any Seller   received   any notice of any claim of default,   with

respect   to any such   Permit.   Except as   otherwise   governed   by law,   all such

Permits   are   renewable   by their   terms or in the   ordinary   course of business

without the need to comply with any special   qualification   procedures or to pay

any amounts other than routine   filing fees and,   except as set forth on Section

3.14 of the Wise   Disclosure   Schedule,   will not be   adversely   affected by the

completion of the   transactions   contemplated by this Agreement or the Ancillary

Agreements.

 

                  3.15 Financial Statements; Books and Records.

 

                (a) The Financial Statements are complete, are in accordance

with the books and records of Wise, fairly present the Assets, Liabilities and

financial condition and results of operations indicated thereby in accordance

with GAAP consistently applied throughout the periods covered thereby.

 

                (b) Each of Wise and its Subsidiaries 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 Wise's or its   Subsidiaries,

as the case may be, financial statements in accordance with GAAP and to maintain

accountability   for   assets,   and (iii)   access to assets is   permitted   only in

accordance with management's authorization.

 

                (c) The books and records of Wise and each of its Subsidiaries,

in reasonable detail, accurately and fairly reflect the activities of Wise or

its Subsidiaries, as the case may be, and the Business and have been made

available to ICOA for its inspection.

 

                (d) None of Wise or any of its Subsidiaries has engaged in any

transaction, maintained any bank account or used any corporate funds except for

transactions, bank accounts or funds which have been and are reflected in the

normally maintained books and records of Wise and its Subsidiaries.

 

                (e) The stock records and minute books of Wise and its

Subsidiaries   heretofore   made   available   to ICOA fully   reflect all minutes of

meetings,   resolutions and other actions and proceedings of the shareholders and

board of directors and all committees thereof of Wise and its Subsidiaries,   all

issuances,   transfers   and   redemptions   of the   capital   stock   of Wise and its

Subsidiaries   of which Wise or Sellers are aware and contain   true,   correct and

complete copies of the Articles of   Incorporation   and Bylaws and all amendments

thereto of Wise and its Subsidiaries through the date hereof.

 

                  3.16 Liabilities. None of Wise or its Subsidiaries has any

Liabilities or obligations (absolute,   accrued,   contingent or otherwise) except

(i)   liabilities   which are   reflected   and   properly   reserved   against   in the

Financial   Statements,   (ii)   liabilities   incurred   in the   ordinary   course of

business and   consistent   with past   practice   since the Balance   Sheet Date and

(iii) liabilities   arising under the Contracts (other than obligations which are

required to be reflected on a balance sheet   prepared in   accordance   with GAAP)

set forth on Section 3.12 of the Wise Disclosure Schedule.

 

                  3.17 Litigation. There is no action, order, writ, injunction,

judgment   or   decree   outstanding   or   claim,   suit,    litigation,    proceeding,

investigation or dispute (collectively,   "Actions") pending or, to the knowledge

of Wise or   Sellers,   threatened   or   anticipated   (i)   against,   relating to or

affecting   Wise   or any of its   Subsidiaries,   any of the   Assets   or any of the

officers and directors of Wise or any of its   Subsidiaries   as such,   (ii) which

seek to enjoin or obtain   damages in respect   of the   transactions   contemplated

hereby or by the Ancillary   Agreements or (iii) with respect to which there is a

reasonable   likelihood of a determination which would prevent Wise or any Seller

from   consummating   the   transactions   contemplated   hereby and by the Ancillary

 

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<PAGE>

 

Agreements.   Except as   specified   in the Wise   Disclosure   Schedule,   there are

presently   no   outstanding   judgments,   decrees   or   orders   of any court or any

governmental or administrative agency against or affecting Wise or its Business,

any   of   its   Subsidiaries   or   any of the   Assets.   Section   3.17   of the   Wise

Disclosure Schedule contains a complete and accurate   description of all Actions

since   September   4, 2001 to which   Wise or any of its   Subsidiaries   has been a

party or which related to any of the Assets or the officers or directors of Wise

or any of its Subsidiaries as such, other than Actions brought by Wise or any of

its   Subsidiaries   for   collection   of   monies   owed in the   ordinary   course of

business.

 

                  3.18 Labor Matters.

 

                (a) None of Wise or any of its Subsidiaries is a party to any

labor agreement with respect to its employees with any labor organization, group

or association   and has not   experienced   any attempt by organized   labor or its

representatives   to make Wise or any of its   Subsidiaries   conform to demands of

organized   labor relating to its employees or to enter into a binding   agreement

with   organized   labor   that   would   cover the   employees   of Wise or any of its

Subsidiaries. There is no unfair labor practice charge or complaint against Wise

or any of its Subsidiaries   pending before the National Labor Relations Board or

any other   governmental   agency   arising out of the activities of Wise or any of

its   Subsidiaries;   and Wise   and   Sellers   have no   knowledge   of any   facts or

information   which would give rise   thereto;   there is no labor   strike or labor

disturbance pending or, to the knowledge of Wise or Sellers,   threatened against

Wise or any of its   Subsidiaries   nor is any grievance   currently being asserted

against it; and none of Wise or any of its   Subsidiaries   has experienced a work

stoppage or other labor difficulty.   There are no material controversies pending

or, to the knowledge of Wise and Sellers,   threatened between Wise or any of its

Subsidiaries and any of their employees.

 

                (b) Wise and its Subsidiaries are in material compliance with

all applicable Regulations respecting employment practices, terms and conditions

of employment, wages and hours, equal employment opportunity, and the payment of

social   security   and   similar   taxes,   and is not   engaged in any unfair   labor

practice.   None of Wise or any of its   Subsidiaries is liable for any claims for

past due wages or any penalties for failure to comply with any of the foregoing.

 

                (c) None of Wise or any of its Subsidiaries has entered into any

severance or similar   arrangement   in respect of any present or former   employee

that will result in any   obligation   (absolute or contingent) of ICOA or Wise or

any of its   Subsidiaries   to make any payment to any present or former   employee

following termination of employment.   Neither the execution and delivery of this

Agreement nor the   consummation   of the   transactions   contemplated   hereby will

result in the   acceleration   or   vesting   of any other   rights of any   Person to

benefits under any Employee Plans.

 

                (d) Wise has provided ICOA with a list of the names of all

present employees of Wise and its Subsidiaries and their current salary or

hourly wages and other compensation payable by Wise or any of its Subsidiaries.

Except as set forth in Section 3.18(d) of the Wise Disclosure Schedule, and

except as provided by law, the employment of all persons presently employed or

retained by Wise and its Subsidiaries is terminable at will, at any time and

without advance notice.

 

                  3.19 Employee Benefit Plans.

 

                (a) Definitions. The following terms, when used in this Section

3.19, shall have the following meanings. Any of these terms may, unless the

context otherwise requires, be used in the singular or the plural depending on

the reference.

 

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                  (i) "Benefit Arrangement" means any employment, consulting,

severance   or other   similar   contract,   arrangement   or policy   and each   plan,

arrangement   (written or oral),   program,   agreement or commitment providing for

insurance    coverage    (including   any   self-insured    arrangements),    workers'

compensation,   disability benefits, supplemental unemployment benefits, vacation

benefits,   retirement   benefits,   life, health,   disability or accident benefits

(including   any "voluntary   employees'   beneficiary   association"   as defined in

Section   501(c)(9) of the Code providing for the same or other   benefits) or for

deferred compensation, profit-sharing bonuses, stock options, stock appreciation

rights,    stock    purchases   or   other   forms   of   incentive    compensation    or

post-retirement   insurance,   compensation or benefits which (A) is not a Welfare

Plan,   Pension Plan or   Multiemployer   Plan,   (B) is entered   into,   maintained,

contributed to or required to be contributed   to, as the case may be, by Wise or

an ERISA   Affiliate   or under   which Wise or any ERISA   Affiliate   may incur any

liability,   and (C) covers any employee or former   employee of Wise or any ERISA

Affiliate (with respect to their relationship with such entities).

 

                  (ii) "Employee Plans" means all Benefit Arrangements,

Multiemployer Plans, Pension Plans and Welfare Plans.

 

                  (iii) "ERISA Affiliate" means any entity which is (or at any

relevant time was) a member of a "controlled group of corporations" with or

under "common control" with Wise, as defined in Section 414(b) or (c) of the .

Code.

 

                  (iv) "Multiemployer Plan" means any "multiemployer plan," as

defined in Section   4001(a)(3) of ERISA,   (A) which Wise, or any ERISA Affiliate

maintains,   administers,   contributes   to or is required to   contribute   to, or,

after   September   25,   1980,   maintained,   administered,   contributed   to or was

required to contribute to, or under which Wise or any ERISA   Affiliate may incur

any   liability   and (B) which covers any employee or former   employee of Wise or

any ERISA Affiliate (with respect to their relationship with such entities).

 

                  (v) "PBGC" means the Pension Benefit Guaranty Corporation.

 

                  (vi) "Pension Plan" means any "employee pension benefit plan"

as defined in Section 3(2) of ERISA (other than a Multiemployer   Plan) (A) which

Wise   or   any   ERISA   Affiliate   maintains,   administers,   contributes   to or is

required to contribute   to, or, within the five years prior to the Closing Date,

maintained,   administered,   contributed   to or was required to contribute to, or

under which Wise or any ERISA   Affiliate   may incur any   liability and (B) which

covers any   employee   or former   employee of Wise or any ERISA   Affiliate   (with

respect to their relationship with such entities).

 

                  (vii) "Welfare Plan" means any "employee welfare benefit plan"

as   defined   in Section   3(1) of ERISA,   (A) which   Wise or any ERISA   Affiliate

maintains, administers, contributes to or is required to contribute to, or under

which Wise or any ERISA   Affiliate   may incur any liability and (B) which covers

any employee or former   employee of Wise or any ERISA Affiliate (with respect to

their relationship with such entities).

 

                (b) Disclosure; Delivery of Copies of Relevant Documents and

Other   Information.   Section   3.19 of the Wise   Disclosure   Schedule   contains a

complete list of Employee Plans which cover or have covered employees of Wise or

a Subsidiary   (with respect to their   relationship   with such entities).   To the

extent applicable,   true and complete copies of each of the following   documents

have been   delivered   by Wise to ICOA:   (i) each   Welfare   Plan and Pension Plan

(and, if applicable,   related trust agreements) and all amendments thereto,   all

written interpretations thereof by Wise and written descriptions thereof by Wise

which have been   distributed by Wise or a Subsidiary to the employees of Wise or

 

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<PAGE>

 

its Subsidiaries and all annuity   contracts or other funding   instruments,   (ii)

each Benefit Arrangement including written   interpretations   thereof by Wise and

written   descriptions   thereof by Wise which have been   distributed by Wise or a

Subsidiary to Wise's employees   (including   descriptions of the number and level

of employees   covered   thereby) and a complete   description   of any such Benefit

Arrangement which is not in writing,   (iii) the most recent determination letter

issued by the Internal   Revenue   Service with respect to each Pension Plan, (iv)

for the three   most   recent   plan   years,   Annual   Reports   on Form 5500   Series

required to be filed with any   governmental   agency for each Pension Plan, (v) a

description of complete age, salary, service and related data as of the last day

of the last   plan   year for   employees   and   former   employees   of Wise and each

Subsidiary,   and (vi) a description setting forth the amount of any liability of

Wise as of the Closing Date for payments more than 30 days past due with respect

to each Welfare Plan.

 

                (c) Representations.

 

                  (i) Pension Plans. No Pension Plan is subject to the minimum

funding requirements of ERISA or the Code. Each Pension Plan, each related trust

agreement,   annuity contract or other funding   instrument that is intended to be

qualified and tax-exempt under the provisions of Code Section 401(a) (or 403(a),

as appropriate) and 501(a) has received a favorable IRS determination   letter to

that effect,   and to Wise's and Seller's   knowledge,   nothing has occurred since

the date of the latest IRS determination letter that would adversely affect such

qualified and tax exempt status.

 

                  (ii) Multiemployer Plans. Neither Wise nor any ERISA Affiliate

contributes to, or within the past six years has been obligated to contribute

to, any Multiemployer Plan.

 

                  (iii) Welfare Plans. None of Wise, any ERISA Affiliate or any

Welfare Plan has any present or future obligation to make any payment to or with

respect   to any   present   or   former   employee   of Wise or any   ERISA   Affiliate

pursuant to any retiree medical benefit plan, or other retiree Welfare Plan, and

no condition   exists which would prevent Wise from amending or   terminating   any

such benefit plan or Welfare Plan.

 

                  (iv) Compliance with Law. Each Pension Plan and each related

trust agreement,   annuity contract or other funding   instrument is qualified and

tax-exempt   under   the   provisions   of   Code   Sections   401(a)   (or   403(a),   as

appropriate)   and 501(a) and has been so   qualified   during the period   from its

adoption to date.   Each Welfare Plan which is a "group   health plan," as defined

in Section   607(1) of ERISA,   has been   operated   in   material   compliance   with

provisions   of Part 6 of Title I of ERISA and   Sections   162(k) and 4980B of the

Code at all times.

 

                  (v) Benefit Arrangements. Each Benefit Arrangement which

covers or has covered   employees   or former   employees   of Wise or a   Subsidiary

(with respect to their   relationship   with such entities) has been maintained in

material   compliance with its terms and with the requirements   prescribed by any

and all Regulations which are applicable to such Benefit Arrangement,   including

the Code.

 

                  (vi) Unrelated Business Taxable Income. No Employee Plan (or

trust or other funding vehicle pursuant thereto) is subject to any Tax under

Code Section 511.

 

                  (vii) Deductibility of Payments. There is no Contract covering

any employee or former   employee of Wise or a Subsidiary   (with respect to their

relationship   with such entities) that,   individually or collectively,   provides

for the payment by Wise of any amount (i) that is not   deductible   under Section

162(a)(1)   or 404 of the   Code or (ii)   that is an   "excess   parachute   payment"

pursuant to Section 280G of the Code.

 

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<PAGE>

 

                  (viii) Fiduciary Duties and Prohibited Transactions. To the

knowledge   of Wise and   Sellers,   neither   Wise nor any   plan   fiduciary   of any

Welfare   Plan or Pension   Plan which   covers or has covered   employees or former

employees   of Wise or any ERISA   Affiliate,   has engaged in any   transaction   in

violation of Sections 404 or 406 of ERISA or any   "prohibited   transaction,"   as

defined in Section   4975(c)(1) of the Code, for which no exemption   exists under

Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code.

 

                  (ix) No Amendments. Neither Wise nor any ERISA Affiliate has

any announced plan or legally binding commitment to create any additional

Employee Plans or to amend or modify any existing Employee Plan.

 

                  (x) Certain Contracts. None of the Employee Plans holds any

interest in any annuity contract, guaranteed investment contract or any other

investment contract which is issued by an insurance company which is the subject

of bankruptcy, receivership or conservatorship proceedings.

 

                  (xi) No Acceleration of Rights or Benefits. Neither the

execution   and delivery of this   Agreement or the Ancillary   Agreements   nor the

consummation of the transactions   contemplated   hereby or thereby will result in

the   acceleration   or creation of any rights of any person to benefits under any

of the Employee   Plans,   including   but not limited to the   acceleration   of the

exercisability   of any stock   options,   the   acceleration   of the vesting of any

restricted   stock,   the   acceleration   of the accrual or vesting of any benefits

under any Pension Plan or the creation of rights under any severance,   parachute

or change of control agreement.

 

                  (xii) No Other Material Liability. No event has occurred in

connection with which Wise or any ERISA Affiliate or any Employee Plan, directly

or   indirectly,   could be   subject   to any   material   liability   (i)   under   any

Regulation or governmental order relating to any Employee Plans or (ii) pursuant

to any   obligation of Wise or any   Subsidiary   to indemnify   any Person   against

liability   incurred   under,   any such   Regulation or order as they relate to the

Employee Plans.

 

                  3.20 Transactions with Related Parties and Shareholders.

Except for   compensation   arrangements   in the   ordinary   course of business and

consistent   with past   practice   or as   disclosed   on   Section   3.20 of the Wise

Disclosure Schedule, no Related Party has (a) borrowed from or loaned to Wise or

any of its Subsidiaries any money or other property which has not been repaid or

returned,   (b) any contractual or other claims,   express or implied, of any kind

whatsoever   against Wise or any of its   Subsidiaries   or (c) had any interest in

any property or assets used by Wise or any of its Subsidiaries.   None of Wise or

any of its   Subsidiaries   has any contracts or agreements   with any   shareholder

except as set forth on Section 3.20 of the Wise Disclosure Schedule.

 

                  3.21 Compliance with Law. Each of Wise and its Subsidiaries

has   conducted   its   business   in   material    compliance    with   all   applicable

Regulations   and Court   Orders.   Neither   Wise nor any Seller has   received   any

notice to the effect that, or has otherwise been advised (including, with regard

to SEC Regulations, the advice of counsel) that, Wise or any of its Subsidiaries

is not in compliance with any   Regulations or Court Orders,   and none of Wise or

Sellers are aware of any existing circumstances that are likely to result in any

material violation of any of the foregoing.

 

                                       21

 

<PAGE>

 

                  3.22 Intellectual Property.

 

                (a) General. Section 3.22 of the Wise Disclosure Schedule sets

forth with respect to the Proprietary   Rights of Wise and its Subsidiaries:   (i)

for each   patent and patent   application,   including   petty   patents and utility

models and applications   therefor, as applicable,   the number, normal expiration

date,   title and priority   information for each country in which such patent has

been issued,   or, the   application   number,   date of filing,   title and priority

information for each country, (ii) for each trademark, tradename or service mark

claimed by Wise or any of its Subsidiaries,   whether or not registered, the date

first used, the application   serial number or registration   number, the class of

goods covered,   the nature of the goods or services,   the countries in which the

names   or mark is used and the   expiration   date   for   each   country   in which a

trademark has been registered,   (iii) for each copyright for which   registration

has been   sought,   whether or not   registered,   the date of   creation   and first

publication of the work, the number and date of registration for each country in

which a   copyright   application   has been   registered,   (iv) for each mask work,

whether or not   registered,   the date of first   commercial   exploitation   and if

registered,   the   registration   number and date of registration and (v) all such

Proprietary   Rights   in the form of   licenses.   True and   correct   copies of all

Proprietary Rights (including all pending   applications and application   related

documents and   materials)   owned,   controlled or used by or on behalf of Wise or

any of its   Subsidiaries   or in which   Wise or any of its   Subsidiaries   has any

interest whatsoever have been provided or made available to ICOA.

 

                (b) Adequacy. The Proprietary Rights of Wise and its

Subsidiaries   are all those   necessary for the normal conduct of the Business as

presently   conducted   and as   presently   contemplated,   except   as set   forth in

Section 3.22(b) of the Wise Disclosure Schedule.

 

                (c) Royalties and Licenses. None of Wise or any of its

Subsidiaries   has any   obligation to compensate any Person for the use of any of

its Proprietary   Rights nor has Wise or any of its   Subsidiaries   granted to any

Person   any   license,   option or other   rights to use in any   manner   any of its

Proprietary Rights, whether requiring the payment of royalties or not, except as

set forth in Section 3.22(c) of the Wise Disclosure Schedule.

 

                (d) Ownership. Each of Wise and its Subsidiaries owns or has a

valid right to use its Proprietary   Rights, and such Proprietary Rights will not

cease to be valid rights of Wise or any of its Subsidiaries, as the case may be,

by reason of the   execution,   delivery and   performance of this Agreement or the

Ancillary Agreements or the consummation of the transactions contemplated hereby

or thereby. None of Wise or any of its Subsidiaries has any patents.

 

                (e) Absence of Claims. Except as set forth in Section 3.22(e) of

the Wise   Disclosure   Schedule,   none of Wise or any of its   Subsidiaries or any

Seller has received any notice of (A) alleged   invalidity with respect to any of

the   Proprietary   Rights   of   Wise   or any of its   Subsidiaries   or (B)   alleged

infringement   of any rights of others due to any   activity by Wise or any of its

Subsidiaries.   Wise's and its Subsidiaries' use of its Proprietary Rights in its

past, current and, to the best knowledge of Wise or Sellers, planned products do

not and would not   infringe   upon or   otherwise   violate the valid rights of any

third   party   anywhere in the United   States of America.   Except as set forth in

Section   3.22(e)   of the   Wise   Disclosure   Schedule,   no other   Person   (i) has

notified Wise or any Seller that it is claiming any ownership of or right to use

any of the Proprietary   Rights of Wise or any of its Subsidiaries or (ii) to the

best   knowledge of Wise and Sellers,   is   infringing   upon any such   Proprietary

Rights in any way.

 

                (f) Protection of Proprietary Rights. Except as set forth on

Section   3.22(f)   of   the   Wise   Disclosure   Schedule,   each   of   Wise   and   its

Subsidiaries   has taken   reasonable and prudent steps to protect its Proprietary

Rights from   infringement   by any other   Person.   Except as set forth on Section

 

                                        22

 

<PAGE>

 

3.22(f) of the Wise Disclosure   Schedule,   each of Wise and its Subsidiaries has

taken all appropriate   actions and made all applications and filings pursuant to

applicable   laws to perfect or protect its interest in its   Proprietary   Rights.

All of the   pending   applications   for the   Proprietary   Rights   of Wise and its

Subsidiaries   have   been   duly   filed   and all other   actions   to   protect   such

Proprietary   Rights have been taken.   Except as set forth on Section   3.22(f) of

the Wise Disclosure   Schedule,   each of Wise and its   Subsidiaries has taken all

reasonable steps necessary or appropriate (including,   entering into appropriate

confidentiality    and    nondisclosure    agreements   with   officers,    directors,

subcontractors,   independent   contractors,   full-time and   part-time   employees,

licensees   and   customers   in   connection   with the Assets or the   Business)   to

safeguard and maintain the secrecy and   confidentiality   of, and the proprietary

rights in, the Proprietary Rights material to the Business.

 

                  3.23 Tax Matters.

 

                (a) Filing of Tax Returns. Each of Wise and its Subsidiaries has

timely filed or filed timely   extension   requests   with the   appropriate   taxing

authorities   all Tax Returns in respect of Taxes   required to be filed.   The Tax

Returns   filed are complete and   accurate in all   material   respects.   Except as

specified in Section 3.23 of the Wise Disclosure   Schedule,   none of Wise or any

of its Subsidiaries has requested any extension of time within which to file Tax

Returns in   respect   of any   Taxes.   Wise has   delivered   to ICOA   complete   and

accurate   copies of the   federal,   state and local Tax   Returns for Wise and its

Subsidiaries for the years ended 2001, 2002 and 2003.

 

                (b) Payment of Taxes. All Taxes in respect of periods beginning

before the Closing   Date have been   timely paid or an adequate   reserve has been

established   therefor,   as set   forth in   Section   3.23 of the   Wise   Disclosure

Schedule   or   the   Financial   Statements,   and   none   of   Wise   or   any   of   its

Subsidiaries   has any material   Liability   for Taxes in excess of the amounts so

paid or reserves so established.   All Taxes that Wise or any of its Subsidiaries

is required by law to withhold or collect   have been duly   withheld or collected

and have been timely paid over to the   appropriate   governmental   authorities to

the extent due and payable.

 

                (c) Audits, Investigations or Claims. No deficiencies for Taxes

of Wise or any of its   Subsidiaries   have been claimed,   proposed or assessed in

writing delivered to Wise by any taxing or other governmental   authority.   There

are no pending or, to the   knowledge   of Wise and   Sellers,   threatened   audits,

assessments   or other   Actions for or relating   to any   Liability   in respect of

Taxes   of   Wise   or   any   of   its   Subsidiaries,   none   of   Wise   or   any of its

Subsidiaries   has received   written notice from   governmental   authorities   with

respect to Taxes that are likely to result in additional Liability in respect of

Taxes   of   Wise   or any of its   Subsidiaries   and   there   are no   matters   under

discussion   with any   governmental   authorities   with   respect to Taxes that are

likely to result in an additional Liability for Taxes. Audits of federal,   state

and local Tax Returns by the relevant taxing authorities have been completed for

the periods set forth on Section 3.23 of the Wise Disclosure Schedule, except as

set forth in such   Schedule,   neither Wise nor any Seller has been notified that

any taxing   authority   intends to audit a Tax   Return for any other   period.   No

extension   of a statute   of   limitations   relating   to Taxes is in   effect   with

respect to Wise or any of its Subsidiaries.

 

                 (d) Lien. There are no Encumbrances for Taxes (other than for

current Taxes not yet due and payable) on the Assets.

 

                (e) Tax Elections. All material elections with respect to Taxes

affecting Wise and its   Subsidiaries   as of the date hereof that are required to

be set forth on the latest Tax Returns of Wise or its Subsidiaries,   as the case

may be, are set forth on the latest   Tax   Returns of Wise and its   Subsidiaries.

None of Wise or any of its   Subsidiaries   (i) has made   nor   will   make a deemed

 

                                       23

 

<PAGE>

 

dividend election under Reg. ss.   1.1502-32(f)(2) or a consent dividend election

under   Section 565 of the Code;   (ii) has   consented   at any time under   Section

341(f)(1) of the Code to have the   provisions   of Section   341(f)(2) of the Code

apply to any disposition of the assets of Wise or any of its Subsidiaries; (iii)

has agreed, nor is required,   to make any adjustment under Section 481(a) of the

Code by reason of a change in accounting   method or otherwise;   (iv) has made an

election, nor is required, to treat any asset of Wise or any of its Subsidiaries

as owned by another   Person   pursuant to the provisions of Section 168(f) of the

Code or as tax-exempt   bond financed   property or tax-exempt use property within

the   meaning   of   Section   168 of the   Code;   and (v) has   not   made   any of the

foregoing elections or is required to apply any of the foregoing rules under any

comparable state or local Tax provision.

 

                 (f) Prior Affiliated Groups. None of Wise or any of its

Subsidiaries   has ever   been a member   of an   affiliated   group of   corporations

within the   meaning   of Section   1504 of the Code and none of Wise or any of its

Subsidiaries   has   liability   for the Taxes of any other   entity   under Reg. ss.

1.1502-6 of the Code or any other provision of federal,   state, local or foreign

law.

 

                (g) Tax Sharing Agreements. There are no Tax-sharing agreements

or similar arrangements   (including   indemnity   arrangements) with respect to or

involving Wise or any of its Subsidiaries,   and, after the Closing Date, none of

Wise   or any   of its   Subsidiaries   shall   be   bound   by   any   such   Tax-sharing

agreements or similar   arrangements   (entered into prior to the Closing) or have

any Liability thereunder for amounts due in respect of periods prior to or after

the Closing Date.

 

                (h) Partnerships. None of Wise or any of its Subsidiaries is

subject to any joint   venture,   partnership,   or other   arrangement   or contract

which is treated as a partnership for federal income tax purposes.   None of Wise

or any of its   Subsidiaries is a successor to any other Person by way of merger,

reorganization or similar transaction.

 

                (i) Foreign Person. The Wise Common Stock is not a United States

Real Property Interest as defined in Section 897(c) of the Code.

 

                (j) No Withholding. The transaction contemplated herein is not

subject to the tax   withholding   provisions   of Section 3406 of the Code,   or of

Subchapter A of Chapter 3 of the Code or of any other provision of law.

 

                (k) Excess Parachute Payments; Section 162(m) of the Code. None

of   Wise   or any of its   Subsidiaries   is a party   to any   agreement,   contract,

arrangement   or plan (other than the Employment   Agreements and the   Non-Compete

Agreements)   that has resulted or could   result as a result of the   transactions

contemplated   hereby,   separately   or in the   aggregate,   in the   payment of any

"excess   parachute   payments"   within the meaning of Section 280G of the Code or

which,   without   regard to (i)   payments in respect of Old Wise   Options or (ii)

payments or rights which may be awarded after the Effective   Date,   would result

in a disallowed deduction under Section 162(m) of the Code.

 

                (l) Other Tax Matters. None of the assets of Wise or any of its

Subsidiaries   directly or   indirectly   secures any debt the interest on which is

Tax-exempt   under Section 103(a) of the Code.   None of the assets of Wise or any

of its   Subsidiaries is "tax-exempt use property"   within the meaning of Section

168(h) of the Code. None of Wise or any of its Subsidiaries has participated in,

nor is it   participating   in, an   international   boycott   within the   meaning of

Section 999 of the Code.   None of Wise or any of its   Subsidiaries   has ever had

and does not have a permanent   establishment in any foreign country,   as defined

in any   applicable   Tax treaty or convention   between the United States and such

foreign country.

 

                                       24

 

<PAGE>

 

                  3.24 Insurance. Section 3.24 of the Wise Disclosure Schedule

contains a complete   and   accurate   list of all policies or binders of insurance

(showing as to each policy or binder the name and address of the carrier, policy

number,    coverage   limits,    expiration   dates,   annual   premiums,    a   general

description of the type of coverage provided and any pending claims   thereunder)

of which Wise or any of its   Subsidiaries is the owner,   insured or beneficiary.

Each of such policies and binders is in full force and effect, provides coverage

as may be   required   by all   material   Regulations   to which   Wise or any of its

Subsidiaries is subject and insures Wise and its Subsidiaries in such amounts as

are sufficient to provide   reasonable   protection for the businesses of Wise and

its   Subsidiaries.   None of Wise or any of its   Subsidiaries is in default under

any of such policies or binders, and none of Wise or its Subsidiaries has failed

to give any notice or to present   any claim under any such policy or binder in a

due and timely   fashion.   There are no facts known to Wise or Sellers upon which

an insurer   might be   justified   in reducing or denying   coverage or   increasing

premiums on existing policies or binders. There are no outstanding unpaid claims

under any such policies or binders.

 

                  3.25 Accounts Receivable. The accounts and notes receivable

reflected in the Balance Sheet,   and all accounts   receivable   arising since the

Balance   Sheet   Date,   represent   bona fide   claims   against   debtors for sales,

services   performed or other charges   arising on or before the date of recording

thereof,   and all the goods delivered and services   performed which gave rise to

said accounts   were   delivered or performed in   accordance   with the   applicable

orders or Contracts.   To th