The total consideration payable by the Purchaser to or for the account of the Stockholder in consideration for the transactions contemplated hereby shall be a note in the form attached hereto as Exhibit C in the original principal amount of $1,500,000 (the " Note ").  Following the Closing, the Purchaser shall (a) assign all of his right, title and interest under the Note to NLO and (b) cause NLO to assign all of its right, title and interest under the Note to Newco (the " Note Assignments ").  Following the Note Assignments, the Stockholder acknowledges and agrees that Neil Singer, in his individual capacity, shall have no liability to the Stockholder for any outstanding obligations of the Borrower (as such term is defined therein) under the Note.