00594152 - AGREEMENT THIS AGREEMENT is dated this _ day of...

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AGREEMENT THIS AGREEMENT is dated this _____ day of October, 2008 and is made by and between ARTHUR E. LIEBENTHAL and CYNTHIA LIEBENTHAL, Co-Trustees and their Successors-in-Trust under the Arthur Liebenthal Amended and Restated Revocable Trust, dated April 24, 2000 (hereafter sometimes referred to as “Arthur’s Trust”) and BRUCE H. RIESMAN and MICHELLE L. RIESMAN, Co-Trustees and their Successors-in-Trust under the Bruce H. Riesman Revocable Trust, dated September 5, 2007 (hereafter sometimes referred to as “Bruce’s Trust”) (Arthur’s Trust and Bruce’s Trust may be collectively referred to as the “Shareholders” or individually referred to as a “Shareholder”), ARTHUR E. LIEBENTHAL (“Arthur”), BRUCE H. RIESMAN (“Bruce”) and SATELLITE ENGINEERING GROUP, INC., a Missouri corporation (hereafter referred to as the “Corporation”). RECITALS The following recitals are a material part of this Agreement: A. The Parties hereto are in the process of negotiating the terms and conditions of a sale of substantially all of the assets of the Corporation (the “Asset Sale”) under that certain Letter of Intent between them and TVC COMMUNICATIONS, L.L.C. (“TVC”), dated September 11, 2008 (the “Letter of Intent”).
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00594152 - AGREEMENT THIS AGREEMENT is dated this _ day of...

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