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Re: SSP post# 63023

Thursday, 06/16/2005 11:21:30 AM

Thursday, June 16, 2005 11:21:30 AM

Post# of 286055
7. Exclusivity: In consideration of the time and expense required on the part of CSI to enter into the due diligence and negotiation process, NuWave agrees that for a period of sixty (60) days from the date of this LOI, or until such earlier time as the parties mutually agree to terminate negotiations, or NuWave abandons negotiations as provided in the following paragraph, NuWave (including but not limited to its employees, directors, representatives, or agents) will not, directly or indirectly, offer to sell, entertain, solicit or encourage any proposals regarding the sale of all or any part of the stock or assets (other than sales of inventory in the ordinary course of business) of NuWave with any party other than CSI. If NuWave receives any such officers, NuWave shall immediately disclose such officers to CSI.

NuWave may abandon negotiations by written notice sent to CSI by certified mail, without liability to NuWave at any time after the earliest of the following to occur (a "Termination Event"): (i) the failure by CSI to deliver to NuWave a substantially complete draft definitive Agreement and related documents and all exhibits and schedules thereto, other than those exhibits or schedules to be prepared by NuWave, within sixty (60) days after the date of this letter of intent; (ii) the failure by CSI to complete due diligence of NuWave within thirty (30) days after the date of this letter of intent; or
(iii) the parties' failure to enter into a definitive Agreement and related documents within ninety (90) days after NuWave's acceptance of this proposal


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