Purchase and Exchange Agreement

Purchase and Exchange Agreement. Shall mean the Convertible Note Purchase and Exchange Agreement, dated November 18, 2003, among the Company, the GAP Entities, GAP-W, LLC and the other parties thereto, as amended.

Purchase and Exchange Agreement. Means the purchase and exchange agreement, dated as of November 10, 2004, by and among NewQuest, LLC, a Texas limited liability company, the Persons listed on the Schedule of Sellers attached thereto (collectively referred to therein as the "Sellers"), Jeffrey L. Rothenberger, as the Sellers' Representative, the Company, and NewQuest, Inc., a Delaware corporation.