Letter of Intent

Assets Purchase Agreement

Restrictive Agreement

Bill of Sale and Assignment

Employment Agreement

Promissory Note

Nondisclosure Agreement

Guaranty

Closing Memorandum

Escrow Agreement

Agreement of Assumption and Release

Security, Pledge and Escrow Agreement (Stock Purchase)

Limited Guaranty

Closing Checklist

Directors’ & Shareholders’ Resolutions Authorizing the Sale/Purchase of Assets

Plan of Liquidation & Dissolution

Directors’ & Shareholders’ Liquidation Resolutions