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200209214 SEcnom 6.13. Firden' Feex Except for Martin Lynch $ Co" who's fees will be paid by Parent, there is no investment banker, broker. Ruder or other intermediacy, dw has ban retained by or a authorized m act on behalf of Parent or my of its Subsidiaries who might be entitled in my fee or commission firm the Company or my of its Affiliates upon consummation of the MMSK ons Contemplated by this Apv L AKnCLE 7 Covoxavm tu, t COWANY The Company agrees that SEcTmN 7.01. Conduct of the Company Except as set forth on Section 7.01 of the Company Disclosure Schedule, from the date hereof will the Efecu" Time, the Company and its Subsidiaries shall conduct their business in the ordinary course consistent with past prachoe and shall use their reasonable beg efforts to preserve intact their business organizations and a shiiomhips with third parties and m keep available the services of their present officers and employees. Without limiting the generality of the foregoing, fium the date hereof until the Effective Time: (a) the Company will not adopt or Propose my change to its articles of incorporation or bylaws: (b) the Company will not, and will not permit my of its Subsidrarim m, merge m consolidate with, or transfer any matetrd amount of assets m. my other Peasou, including my «Iva Subsidiary, or acquhe a material amount of stuck or risers of my orb= Person: (c) the Company will riot, and will no permit my of its Subsidiaries W. sell. lease license or Otherwise dispose of my Subsidiary or my msudd antotmt of awas, securities or Property excep' pursuant to existing contracts or comet uric=; (d) the Company will not declam set wide or pay my dividend or other distribution with respect in MY shares of capital mock of the Company and the Company will nor and will nor Permit my of its Subsidiaries W. effect my repurchase, redemption or other acquisition of my amount of outstanding shares of capital stock m other securities of, or other ownership irm c ms in. the Company or my of its Subsidiaries or issue any capita mock or other sscuritim or ownership intervals: (e) the Company will nor, and will tror Parini, my of its Subsidiaries m, incase &"wane or guarantee my indebtedness for borrowed trhoney other dim in the ordinary course of b uxmaxx. mama comma t with put practices and an long as the aggregate Principal amount of an such indehrednesa does ant exceed $15,000.000: (f) the Company will mat. and will not Permit my of its Subaidiaim m, eater inns my lase (whether for real or Personal poperty, including without iimi usim my fixed Cowls). Porthole agreement, sale or distribution agreement err other Contact other don "a the ordrawy Cohua "e mode byes, the Company and its consistent with pan practices and an long w the amount of payments Subsidiaries under mY such laser, agreement or odra Contract does not exceed $700.000 in my single fiscal year and $10. 000,000 in the aggregate during the term of such lease, agreement or other contract: (g) the Company bsidt.d.. will nor. and will nor Permit my of its S,• to. make my CaPiral expenditures other them (i) with respect to the period ending December 31. 2000. capitol expenditures comemplued by, and in amounts not in excess of the amounts set forth in. the Company's capital expenditures budget for the 2000 final year, a name and complete copy of which has been delivered by the Company m Parent prior in the date hereof and (u) with respect many period ended after December 31. 2000. capital expenditures in the amounls and at times consultant with the Company's capitol expendsmws budget for the 2000 fiscal year•, (h) the Company will ant, and will not Permit any of its Subsidiaries to' aside or othawhe inter my Lien on my Cosa other than in the ordinary Comes of business Consistent with Peg Practices;. A -24