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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Adam H. Friedman, Esq. Jayme M. Bethel, Esq. 212.451.2300 Counsel to Enable Growth Partners LP, Enable Opportunity Partners LP, and Pierce Diversified Strategy Master Fund LLC, ENA UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: VISUAL MANAGEMENT SYSTEMS, INC. et al., Debtors. Chapter 11 Case No. 10-44748 (KCF) (Jointly Administered)

LIMITED OBJECTION TO MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO SELL PROPERTY FREE AND CLEAR OF ALL LIENS, CLAIMS AND INTERESTS TO ADAPTIVE VISUAL APPLICATIONS CORPORATION PURSUANT TO 11 U.S.C. 363 AND FOR A WAIVER OF THE TEN DAY REQUIREMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h) Enable Growth Partners LP, Enable Opportunity Partners LP, and Pierce Diversified Strategy Master Fund LLC, ENA (collectively, the Objectors or Enable), senior secured creditors of Visual Management Systems, Inc. (together with its affiliated debtors and debtors in possession, the Debtors), by and through their undersigned counsel, hereby file this limited objection (the Objection) to the Verified Motion Of The Debtors For Entry Of An Order Authorizing The Debtors To Sell Property Free And Clear Of All Liens, Claims And Interests To Adaptive Visual Applications Corporation Pursuant To 11 U.S.C. 363 And For A Waiver Of

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The Ten Day Requirement Pursuant To Federal Rule Of Bankruptcy Procedure 6004(H), dated August 31, 2011 (the Sale Motion) [Docket #109]. In support of this Objection, Enable respectfully represents as follows: Background 1. On November 29, 2007, Visual Management Systems, Inc., one of the Debtors,

entered into a Securities Purchase Agreement (the Purchase Agreement) with each of the Objectors for the sale of 5% Secured Debentures (the "Secured Debentures") and Common Stock Purchase Warrants (the "Warrants"). On November 30, 2007, the Debtors issued an aggregate of $3.75 million principal amount of Secured Debentures. As of the Petition Date (defined below), the Debtors owed the Objectors in excess of $5.9 million collectively, on account of the Secured Debentures. 2. The Debtors obligations under the Secured Debentures are secured by

substantially all of the Debtors assets, pursuant to a Security Agreement dated November 30, 2007. 3. On November 8, 2010 (the Petition Date), the Debtors filed a voluntary petition

for bankruptcy under chapter 11 of the Bankruptcy Code. 4. On August 31, 2011, the Debtors filed the Sale Motion, pursuant to which the

Debtors seek authority of this Court to sell certain of the Debtors assets (the Sale Assets) to Virtual Mobile Security Inc. (the Purchaser) free and clear of all liens, claims, interests and encumbrances, with all valid liens, claims, interests and encumbrances attaching to the sale proceeds of the assets. No asset purchase agreement was attached to the Sale Motion.

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Limited Objection 5. Enable has requested that the Debtors and the Purchaser prepare and provide a

binding asset purchase agreement with respect to the sale. Enable understands that the parties are working to finalize such an agreement. 6. Thus, while Enable is confident that an executed asset purchase agreement may

be forthcoming, Enable, out of an abundance of caution, hereby objects to the relief requested in the Sale Motion until such time as a binding agreement acceptable to Enable is reached. Enable believes the Debtors estate will benefit from a small additional period of time to finalize a sale agreement. 7. Enable may withdraw this Objection upon receipt of a duly executed asset

purchase agreement that is acceptable to Enable. Pending such withdrawal, no sale of the assets can be effectuated over Enables objection. See 11 U.S.C. 363(f)(2).

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WHEREFORE, the Objectors respectfully file this limited objection to the Sale Motion, and request that the Objectors be granted such further relief as is proper. Dated: New York, New York September 19, 2011

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP By: _/s/ Adam H. Friedman_____________ Adam H. Friedman Jayme M. Bethel Park Avenue Tower 65 East 55th Street New York, New York 10022 (212) 451-2300 Counsel for Enable Growth Partners LP, Enable Opportunity Partners LP, and Pierce Diversified Strategy Master Fund LLC, ENA

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