Acuity Specialty Products Group Inc.

IIword "sentence" appearing throughout this waiver provision is being used broadlyand applies to all aspects of the Court's sentencing authority, including, withoutlimitation, (1) Sentencing Guidelines rulings and determinations; (2) theimposition of fines, probation, and any specific terms and conditions thereof and(3) any orders of restitution. If the Court accepts this Plea Agreement and imposesthe recommended sentence in Paragraph 5 above, Defendant ASP also knowingly,voluntarily, and expressly waives its right to challenge its conviction and sentenceand the manner in which the sentence is determined, in any collateral reviewmotion, writ, or other procedure, including, without limitation, a motion broughtunder Title 28, United States Code, Section 2255.8) CORPORATE AUTHORIZATIONThis Plea Agreement has been submitted to the Board of Directors ofDefendant ASP, which has manifested its intention and agreement by corporateresolution, properly executed, to plead the corporation guilty in accord with thisagreement and directed its President, William Holl, and its counsel, Paul B.Murphy, Esq., to enter the Plea Agreement for defendant. A copy of this corporateresolution shall be attached hereto as Attachment C and made part of the record ofthis case at the time of the entry of the plea of guilty. Defendant ASP affirmativelystates that it has sufficient assets to pay the fine and special assessment and that ithas obtained and received the approval of its board of directors to make suchpayments.Defendant ASP states that its representative has read this agreement and hasdiscussed the agreement with its attorneys, and understands it.9) CONCLUSIONIf Defendant ASP fails in any way to fulfill each one of its obligations under6